Common use of Termination and Reduction of Commitments Clause in Contracts

Termination and Reduction of Commitments. (a) Unless previously terminated, all Commitments shall terminate on the Maturity Date. (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000, and (ii) the Borrower shall not reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Exposures would exceed the aggregate Revolving Commitments. (d) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least two Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other refinancing, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, all 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. (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce reduce, the Revolving CommitmentsCommitments 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 $1,000,000, 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 2.102.11, the sum of the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments. The Borrower may terminate the Commitments of any Defaulting Lending on a non-pro rata basis upon notice to the Administrative Agent. (dc) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least two one Business Days 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 refinancingIndebtedness 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 datedate 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 CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, all (i) the Initial Term Commitments shall terminate at 11:59 p.m., New York City time, on the Effective Date and (ii) the Initial Revolving Commitments shall terminate on the Initial Revolving Maturity Date. (b) The Borrower Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce reduce, the Revolving CommitmentsCommitments 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 $1,000,000, 500,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class and (ii) the Borrower Co-Borrowers shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.102.11, the sum of aggregate Revolving Exposures attributable to the Revolving Exposures Commitments of such Class would exceed the aggregate Revolving CommitmentsCommitments of such Class. (dc) The Borrower Finance or the Co-Borrowers, as the case may be, shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section 2.08 at least two one Business Days 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 Finance or the Borrower Co-Borrowers, as the case may be, pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by the any Co-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 refinancingIndebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked by the such Co-Borrower (by notice to the Administrative Agent on or prior to the specified effective datedate 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 CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, all Commitments shall terminate on the Maturity Commitment Termination Date. (b) The Borrower Company, on behalf of the Borrowers, may at any time terminate terminate, without premium or penalty (other than, with respect to Eurocurrency Borrowings, payments that may become due under Section 2.16), the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Creditthereon, (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 105% of the aggregate undrawn amount of all outstanding Letters of Credit as of such date), (iii) the payment in full of the accrued and unpaid fees, fees and (iviii) the payment in full of all reimbursable expenses and other Obligations (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) . The Borrower Company, on behalf of the Borrowers, may from time to time reduce reduce, without premium or penalty (other than, with respect to Eurocurrency Borrowings, payments that may become due under Section 2.16), the Revolving Commitments; , provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000, 10,000,000 and not less than $25,000,000 and (ii) the Borrower Company shall not reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.11, the sum of the Revolving aggregate Credit Exposures would exceed the aggregate Revolving Commitments. (d) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least two Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other refinancing, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedTotal Commitment. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. The Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under this paragraph at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Company pursuant to this paragraph shall be irrevocable, provided that a notice of termination or reduction of the Commitments delivered by the 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 any other event, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Termination and Reduction of Commitments. (a) Unless previously terminated, all (i) the 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. (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce reduce, the Revolving Commitments; 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 $1,000,000, 1,000,000 and not less than $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 in accordance with Section 2.102.11, the sum aggregate Revolving Exposures (excluding, in the case of any termination of the Revolving Commitments, 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 Issuing Bank with respect to such Letters of Credit and the Issuing Bank has released the Revolving Lenders from their participation obligations with respect to such Letters of Credit) would exceed the aggregate Revolving Commitments. (dc) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least two three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; , provided that a notice of termination of the Commitments of any Class delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other refinancingIndebtedness, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, all (i) the Tranche B 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. (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce reduce, the Revolving CommitmentsCommitments 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 $1,000,000, 500,000 and not less than $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 and/or cash collateralization of outstanding Letters of Credit in accordance with Section 2.10a 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 sum of the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments. (dc) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section 2.08 at least two three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 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 other refinancingthe closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, 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) date if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, all the Commitments shall terminate on the date that is the earlier of (x) to the extent the Closing Date has not yet occurred on or prior to such date, the Outside Date and (y) the Maturity Date. (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce reduce, the Revolving Commitments; provided provided, that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000250,000 and not less than $500,000 (or, if less, the remaining amount of the Revolving 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 in accordance with Section 2.102.11 and any Cash Collateralization of Letters of Credit in accordance with Section 2.05(j) or (k), the sum Revolving Facility Credit Exposure (excluding any Cash Collateralized Letter of the Revolving Exposures Credit) would exceed the aggregate Revolving CommitmentsMaximum Availability. (dc) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph clause (b) or (c) of this Section at least two three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided provided, that a notice of termination or reduction of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon on the effectiveness of other credit facilities facilities, indentures or similar agreements or other refinancingtransactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Funding Date, and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date (or, if the Borrower has not delivered a Borrowing Request for a Borrowing under the Tranche A Term Commitments on the Funding Date, at 5:00 p.m., New York City time, on the Funding Date); provided that, unless the Funding Date has occurred, all Commitments shall terminate on the Maturity date that is 150 days after the Effective Date. (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce permanently reduce, the Revolving CommitmentsCommitments of any Class; provided that (i) each partial reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000, 1,000,000 and not less than $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 the Swingline Loans in accordance with Section 2.102.11, the sum of the Aggregate Revolving Exposures Exposure would exceed the aggregate Aggregate Revolving CommitmentsCommitment. (dc) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least two three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the 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 occurrence of other credit facilities one or other refinancingmore events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, all the Revolving Facility Commitments shall terminate on the Maturity Date. The parties hereto acknowledge that the Term Loan Commitments will terminate at 5 p.m. New York City time on the Closing Date. (b) The relevant Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce reduce, the Revolving CommitmentsCommitments under any Facility; provided that (i) each reduction of the Revolving Commitments under any Facility shall be in an amount that is an integral multiple of $1,000,000U.S.$1.0 million and not less than U.S.$2.0 million (or, if less, the remaining amount of the Revolving Facility Commitments) and (ii) the no Borrower shall not terminate or reduce the Revolving Facility Commitments if, after giving effect to any concurrent prepayment of the Revolving Facility Loans in accordance with Section 2.102.11, the sum of the Revolving Exposures Facility Credit Exposure would exceed the aggregate total Revolving Facility Commitments. (dc) The relevant Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments under paragraph (b) or (c) of this Section at least two three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable 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 Facility Commitments delivered by the a Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other refinancingfacilities, 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) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments under any Facility shall be made ratably among the Lenders in accordance with their respective CommitmentsCommitments under such Facility.

Termination and Reduction of Commitments. (a) Unless previously terminated, all (i) the Initial Term 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. (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce reduce, the Revolving CommitmentsCommitments 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 $1,000,000, 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 2.102.11, the sum of the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments; provided further, that (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments at its direction (including, for the avoidance of doubt, to the Commitments with respect to any Class of Extended Revolving Commitments without any termination or reduction of the Commitments with respect to any existing Revolving Commitments of the same specified original Revolving Commitment Class) and (2) in connection with the establishment on any date of any Extended Revolving Commitments pursuant to Section 2.21, the original Revolving Commitments of any one or more Lenders providing any such Extended Revolving Commitments on such date shall be reduced in an amount equal to the amount of specified original 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 the Borrower prepays the original Revolving Loans of such Class owed to such Lenders providing such Extended Revolving Commitments to the extent necessary to ensure that after giving effect to such repayment or reduction, the original Revolving Loans of such Class are held by the Lenders of such Class on a pro rata basis in accordance with their original Revolving Commitments of such Class after giving effect to such reduction). (dc) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least two one Business Days 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 Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other refinancing, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders within such Class in accordance with their respective CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, all The Term Loan Commitments shall terminate be automatically terminated at 5:00 p.m., New York City time, on the Closing Date. The Revolving Credit Commitments and the LC Commitment shall be automatically terminated at 5:00 p.m., New York City time, on the Revolving Credit Maturity Date and the LC Maturity Date, respectively. (b) The Upon at least three Business Days' prior irrevocable written or telecopy notice to the Administrative Agent, the Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loanswhole permanently terminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce in part permanently reduce, the Revolving Commitments; provided provided, however, that (i) each partial reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000, 1,000,000 and in a minimum principal amount of $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 in accordance with Section 2.10, the sum of the 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 Commitments hereunder shall be made ratably among the applicable Lenders in accordance with their respective applicable 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 Commitments under paragraph (b) so terminated or (c) of this Section at least two Business Days prior to 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 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 Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other refinancing, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitmentsany Commitment.

Termination and Reduction of Commitments. (a) Unless previously terminatedterminated or extended, all the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loanstime, together with accrued and unpaid interest thereon and on any Letters of Creditwithout premium or penalty, (ii) the cancellation and return of all outstanding Letters of Credit (terminate, 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 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce reduce, the Revolving Commitments; 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 $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 $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 of such Class in accordance with Section 2.102.11, the sum aggregate Revolving 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 Exposures 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. (dc) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least two one (1) Business Days 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 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 proceeds from the issuance of other refinancingIndebtedness or any other specified event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the 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, all (i) the Term B‑1 Commitments shall terminate at 5:00 p.m., New York City time, on the Maturity RestatementAmendment No. 1 Effective Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Commitment Termination Date. (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce reduce, the Revolving Commitments; 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 $1,000,000, 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 2.102.11, the sum of the aggregate Revolving Exposures would exceed the aggregate Total Revolving Commitments. (dc) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least two three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each 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 refinancingIndebtedness 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 datedate 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 CommitmentsCommitments 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 Closing Date and (ii) all Revolving Commitments shall terminate on the Revolving Credit Maturity Date. (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce reduce, the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000, (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 in accordance with Section 2.102.10 and Cash Collateralization (or other backstop in respect of) outstanding Letters of Credit, the sum of the total Revolving Credit Exposures would exceed the aggregate total Revolving Commitments. (dc) The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy or transmission by electronic communication in accordance with Section 9.01(b)) of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least two not later than 1:00 p.m., New York City time, three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or instruments of Indebtedness or the occurrence of any other refinancingspecified event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each Subject to Section 2.20(d), each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, all The Revolving Credit Commitments and the Swing Line Commitment shall automatically terminate on the Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on October 30, 2013 if the closing of this 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 terminate the Commitments upon (i) the payment in full of all outstanding Loanswhole permanently terminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce in part permanently reduce, the Revolving CommitmentsCredit Commitments or the Swing Line Commitment; provided provided, however, that (i) each partial reduction of the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount that is of $1,000,000, (ii) each partial reduction of the Swing Line Commitment shall be in an integral multiple of $1,000,000, 250,000 and in a minimum amount of $1,000,000 and (iiiii) the Borrower Total Revolving Credit Commitment shall not 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 in accordance with Section 2.10, the sum of the Revolving Exposures would exceed the aggregate Revolving Commitments. (d) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least two Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocabletime; provided further, that a notice of permanent termination of the 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 refinancingIndebtedness 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 datedate of permanent reduction) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. . (c) Each reduction of in 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 termination or reduction.

Termination and Reduction of Commitments. (a) Unless previously terminated, all (i) each of the Revolving Commitments and the Tranche A Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on September 30, 2013, if the Effective Date shall not have occurred by such time, (ii) the Revolving Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Revolving Maturity Date, (iii) the Tranche A Term Commitments shall automatically terminate immediately following the making of the Tranche A Term Loans on the Effective Date, and (iv) each Class of Commitments established pursuant to Section 2.23 or 2.24 shall terminate at the time specified therefor in the applicable Extension Agreement or Refinancing Facility Agreement. (b) The Borrower Company may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce permanently reduce, the Revolving CommitmentsCommitments 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 $1,000,000, 1,000,000 and not less than $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, Swingline Loans or Protective Advances in accordance with Section 2.102.12, (A) the sum of the Aggregate Revolving Exposures Total Exposure would exceed the aggregate Aggregate Revolving CommitmentsCommitment. (dc) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least two three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered by the Borrower under paragraph (b) of this Section may state that such notice is conditioned upon the effectiveness occurrence of other credit facilities one or other refinancingmore 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) 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 CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (ai) Unless previously terminated, all the Aggregate Revolving Commitments shall terminate on the 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. (bii) The Borrower Borrowers may at any time terminate the Aggregate Revolving Commitments upon (i) the payment Payment in full of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion Full of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit as of such date), Secured Obligations. (iii) the payment in full of the accrued and unpaid fees, and (iv) the payment in full of all reimbursable expenses and other Obligations (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower Borrowers may from time to time reduce the Aggregate Revolving Commitments; provided that (iA) each reduction of the Aggregate Revolving Commitments shall be in an amount a Dollar Equivalent that is an integral multiple of $1,000,000, 1,000,000 and not less than $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 in accordance with Section 2.102.11, the sum of the Aggregate Revolving Exposures Exposure would exceed the aggregate lesser of the Aggregate Revolving CommitmentsCommitment and the Revolving Borrowing Base. (div) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Revolving Commitments under paragraph (ba)(ii) or (ca)(iii) of this Section at least two three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower 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 other refinancingtransactions 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) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments shall be permanent. Each reduction of the Aggregate Revolving Commitments 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 at such time.

Termination and Reduction of Commitments. (a) Unless previously terminated, all (i) the Closing Date Term Loan Commitment shall terminate on the Effective Date immediately after the funding of the Closing Date Term Loans on the Effective Date and (ii) the Revolving Commitments shall terminate on the Maturity Date. (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce reduce, the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is (x) an integral multiple of $1,000,000, 250,000 and not less than $500,000 or (y) such lesser amount constituting the remaining undrawn Revolving 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 in accordance with Section 2.102.11, the sum of the total Revolving Credit Exposures of all Revolving Lenders would exceed the aggregate total Revolving Commitments. (dc) 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 2.09 at least two three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.09 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 other refinancingtransactions, in which case such notice may be revoked or extended by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Revolving Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, all Commitments shall terminate on the Maturity Date. (ba) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loans, Loans together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit reasonably satisfactory to the Administrative Agent) equal to 105103% of the aggregate undrawn amount of all outstanding Letters of Credit LC Exposure as of such date), (iii) the furnishing to the Administrative Agent of a cash deposit (or a standby letter of credit reasonably satisfactory to the Administrative Agent) equal to 103% of the Floorplan Loan Exposure as of such date, (iv) the payment in full of the accrued and unpaid fees, and (ivv) the payment in full of all reimbursable expenses and other Obligations (other than Unliquidated Obligationsincluding Floorplan Loan Payments) together with accrued and unpaid interest thereon. (cb) The Borrower may from time to time reduce the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000, 1,000,000 and not less than $1,000,000 and (ii) the Borrower shall not reduce the Revolving Commitments if, if (A) after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.04(b), the sum of the Revolving Exposures (excluding Floorplan Loan Exposure) plus the Floorplan Collateral Block would exceed the lesser of the total Revolving Commitments and the Borrowing Base or (B) after giving effect to such reduction, the aggregate amount of the Lenders’ Revolving CommitmentsCommitments is less than $250,000,000. (dc) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least two three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other refinancingfacilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, all the Revolving Facility Commitments (including, for the avoidance of doubt, with respect to any Swingline Lender, its Swingline Commitments) shall terminate on the Revolving Facility Maturity Date. (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce reduce, the Commitments under the Revolving CommitmentsFacility; provided that (i) each reduction of the Commitments under the Revolving Commitments Facility shall be in an amount that is an integral multiple of $1,000,0001.0 million and not less than $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 Facility Loans in accordance with Section 2.102.11, the sum of the Revolving Exposures Facility Credit Exposure would exceed the aggregate total Revolving Facility Commitments. (dc) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments under paragraph (b) or (c) of this Section at least two three Business Table of Contents Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Facility Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other refinancingfacilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments under the Revolving Facility shall be made ratably among the Lenders in accordance with their respective CommitmentsCommitments under the Revolving Facility.

Termination and Reduction of Commitments. (a) Unless previously terminated, all the Revolving Facility Commitments shall terminate on the Revolving Facility Maturity Date. The Term Loan Commitments (but not the Additional Term Loan Commitments) shall terminate upon the making of the Term Loans pursuant to Section 2.01. (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce reduce, the Revolving CommitmentsCommitments under any Facility; provided that (i) each reduction of the Revolving Commitments under any Facility shall be in an amount that is an integral multiple of $1,000,0001 million and not less than $5 million (or, if less, the remaining amount of any 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 Facility Loans in accordance with Section 2.102.11, the sum of the Revolving Exposures Facility Credit Exposure would exceed the aggregate total Revolving Facility Commitments. (dc) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments under paragraph (b) or (c) of this Section at least two three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower 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 other refinancingfacilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments under any Facility shall be made ratably among the Lenders in accordance with their respective CommitmentsCommitments under such Facility, except as provided in Section 2.22.

Termination and Reduction of Commitments. (a) Unless previously terminated, all (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. (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce reduce, the Revolving CommitmentsCommitments 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 $1,000,000, 500,000 and not less than $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 and/or cash collateralization of outstanding Letters of Credit in accordance with Section 2.10a 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 sum of the aggregate Revolving Exposures of any Class would exceed the aggregate Revolving CommitmentsCommitments of such Class. (dc) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section 2.08 at least two three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 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 other refinancingthe closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, 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) date if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminatedterminated or extended, all the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loanstime, together with accrued and unpaid interest thereon and on any Letters of Creditwithout premium or penalty, (ii) the cancellation and return of all outstanding Letters of Credit (terminate, 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 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce reduce, the Revolving Commitments; 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 $1,000,000, 1,000,000 and not less than $5,000,000 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 of such Class in accordance with Section 2.102.11, the sum aggregate Revolving 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 Exposures Exposure attributable to outstanding Letters of Credit if and to the extent that the Borrower has Cash Collateralized 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. (dc) The Borrower shall notify the Revolving Facility Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least two one Business Days 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 Revolving Facility Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; , provided that a notice of termination of the Commitments 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 proceeds from the issuance of other refinancingIndebtedness or any other specified event, in which case such notice may be revoked by the Borrower (by notice to the Revolving Facility Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective 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 Event of Default has occurred and is continuing, upon at least one Business Day’s notice to a Defaulting Lender (with a copy to the Revolving Facility Administrative Agent), to terminate in whole such Defaulting Lender’s Commitment; provided that, after giving effect to such termination, the aggregate Revolving Exposure of all Revolving Lenders does not exceed the aggregate 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 Revolving Facility Administrative Agent, the Issuing Bank or any Lender may have against the Defaulting Lender.

Termination and Reduction of Commitments. (a) Unless previously terminated, all the Revolving Commitments shall automatically terminate on the Maturity Date. The Term Loan Commitments shall automatically terminate at 5:00 p.m., Houston time, on the Effective Date. (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce reduce, the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000, 1,000,000 and not less than $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 in accordance with Section 2.10, the sum Revolving Credit Exposure would exceed the 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 Exposures would exceed Commitments shall be for the aggregate Revolving Commitmentsaccount of the applicable Issuing Banks. (dc) 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 two three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other refinancingfacilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent. Each reduction of the Revolving Commitments shall be made ratably among the Revolving Lenders in accordance with their respective Revolving Commitments.

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. (b) The Borrower may at any time terminate the Revolving Commitments upon (i) the payment Payment in full of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion Full of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit as of such date), (iii) the payment in full of the accrued and unpaid fees, and (iv) the payment in full of all reimbursable expenses and other Obligations (other than Unliquidated Secured Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000, 250,000 and not less than $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 in accordance with Section 2.102.11, the sum of the Aggregate Revolving Exposures Exposure would exceed the aggregate Revolving Commitments. (d) 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 two three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other refinancingfacilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent. Each reduction of the Revolving Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, all (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. (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loanstime, together with accrued and unpaid interest thereon and on any Letters of Creditwithout premium or penalty, (ii) the cancellation and return of all outstanding Letters of Credit (terminate, 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 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce reduce, the Revolving CommitmentsCommitments 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 $1,000,000, 1,000,000 and not less than $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 in accordance with Section 2.102.11, the sum of the Revolving Exposures would exceed the aggregate total Revolving Commitments. (dc) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least two three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other refinancingfacilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, all (i) the Construction Commitments shall terminate at 5:00 p.m., New York City time, on the Construction Maturity Date, (ii) the Term Commitments shall terminate at 5:00 p.m., New York City time, on the earlier to occur of (A) the Term Conversion Date Certain and (B) the Term Conversion Date (after giving effect to any Term Loans required to be made on such date) and (iii) the Revolving Commitments shall terminate at 5:00 p.m., New York City time, on the Maturity Date. (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce reduce, the Revolving CommitmentsCommitments under any Facility; provided that (i) each reduction of the Revolving Commitments under any Facility shall be in an amount that is an integral multiple of $1,000,000500,000 and not less than $100,000 (or, if less, the remaining amount of the applicable Commitments) and (ii) (A) the Borrower shall not voluntarily terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.11, the sum of the Revolving Exposures Facility Exposure would exceed the aggregate total Revolving Commitments, (B) the Borrower shall not voluntarily terminate or reduce the Construction Commitments if the remaining Available Unused Commitments in respect of the Construction Commitments, together with funds on deposit in the Construction Account and the Local Accounts, could not reasonably be expected to be sufficient to fund all remaining Project Costs through the Term Conversion Date, as set forth in a certificate of a Responsible Officer of the Borrower and confirmed by the Independent Engineer and (C) the Borrower shall not voluntarily terminate or reduce the Term Commitments unless, after giving effect to any such termination or reduction, the aggregate outstanding principal amount of the Construction Loans and any remaining Available Unused Commitments in respect of the Construction Commitments shall not exceed the Term Commitments remaining after giving effect to such termination or reduction; provided that, notwithstanding anything in this Agreement to the contrary, prior to the Term Conversion Date, the Borrower may reduce or terminate the Construction Commitments from time to time in its sole discretion if Borrower certifies in writing to the Administrative Agent that the Borrower has sufficient funds (taking into account amounts on deposit in the Construction Account and the Local Accounts, and remaining availability under the Construction Facility) to achieve Term Conversion notwithstanding such reduction or termination. (c) The Borrower shall reduce or terminate the Construction Commitments (and related Term Commitments) in connection with any mandatory prepayment pursuant to Section 2.11(b)(iv) in an amount equal to the applicable Bolt Disposition Excess Amount (if any). (d) The Borrower shall notify the Administrative Agent in writing of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section above at least two three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section clause (c) shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other refinancingfacilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. . (e) Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments under any Facility shall be made ratably among the Lenders in accordance with their respective CommitmentsCommitments under such Facility.

Termination and Reduction of Commitments. (a) Unless previously terminated, all (i) the 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. (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce reduce, the Revolving CommitmentsCommitments 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 $1,000,000250,000 and not less than $250,000, and unless such amount represents all of the remaining Commitments of such Class, (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 2.102.11, the sum of the aggregate Revolving Exposures Exposure would exceed the aggregate Revolving Commitments of all Lenders and (iii) if, after giving effect to any reduction of the Revolving Commitments, the Letter of Credit Sublimit exceeds the aggregate amount of Revolving Commitments of all Lenders, the Letter of Credit Sublimit shall be automatically reduced by the amount of such excess. (dc) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least two three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered by the Borrower under paragraph (b) of this Section may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other refinancingIndebtedness, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, all the Revolving Facility Commitments shall terminate on the Revolving Facility Maturity Date. (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce reduce, the Revolving Facility Commitments; provided that (i) each reduction of the Revolving Facility Commitments shall be in an amount that is an integral multiple of U.S. $1,000,0001,000,000 and not less than U.S. $5,000,000 (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 Facility Loans by the Borrower in accordance with Section 2.102.11, the sum of the Revolving Exposures Facility Credit Exposure would exceed the aggregate total Revolving Facility Commitments. (dc) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments under paragraph (b) or (c) of this Section at least two three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Facility Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other refinancingfacilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Facility Commitments shall be permanent; provided that a notice of termination of Revolving Facility Commitments may state that such notice is conditioned upon the effectiveness of another credit facility or facilities as specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction of the Revolving Facility Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Facility Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, all The Initial Revolving Credit Commitments shall automatically terminate on the Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Initial Revolving Credit Commitments and (ii) the date that is five Business Days prior to the Maturity Date. (b) The Upon at least three Business Days’ prior written or fax notice to the Administrative Agent, the Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loanswhole permanently terminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce in part permanently reduce, the Revolving Credit Commitments; provided provided, however, that (i) each partial reduction of each of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000, 1,000,000 and in a minimum amount of $3,000,000 and (ii) the Borrower Total Revolving Credit Commitment shall not reduce be reduced to an amount that is less than the Aggregate Revolving Commitments ifCredit Exposure at the time; provided, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10further, the sum of the Revolving Exposures would exceed the aggregate Revolving Commitments. (d) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least two Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is may be conditioned upon the effectiveness of other credit facilities or the receipt of proceeds or the issuance of debt or the occurrence of any other refinancingtransaction, in which case case, such notice may be revoked by the Borrower (by notice to the if such other credit facilities do not become effective, such proceeds are not received, such debt is not issued or such other transaction is not consummated. The Administrative Agent on or prior shall promptly advise the Lenders of any notice given (and the contents thereof) pursuant to the specified effective datethis Section 2.09. (c) if such condition is not satisfied. Any termination or Each reduction of in the Commitments shall be permanent. Each reduction of the Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments; provided that if at any time more than one Class of Revolving Credit Commitments are outstanding, any such reduction or termination shall be allocated ratably according to the Pro Rata Percentages of each Lender without regard to the Class of Revolving Credit Commitments held by such Lender (unless the Incremental Assumption Agreement or the Refinancing Amendment creating any additional Class of Revolving Credit Commitments provides that the Revolving Credit Commitments maturing at an earlier date than such additional Revolving Credit Commitments may be reduced or terminated on a greater than pro rata basis, in which case such Revolving Credit Commitments shall be reduced or terminated according to the terms thereof). 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 (if any) on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term A Commitments shall terminate at 5:00 p.m., New York time, on the Effective Date and (ii) all the Revolving Commitments shall terminate on the Revolving Credit Maturity Date. (b) The Borrower may at any time without premium or penalty terminate the Revolving Commitments upon (i) the payment Payment in full of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion Full of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit as of such date), (iii) the payment in full of the accrued and unpaid fees, and (iv) the payment in full of all reimbursable expenses and other Obligations (other than Unliquidated Secured Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time without premium or penalty reduce the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000, 500,000 and not less than $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 in accordance with Section 2.102.11, the sum of the Aggregate Revolving Exposures Exposure would exceed the aggregate Revolving Commitments, provided that the Borrower may not reduce the Revolving Commitment below $5,000,000 without terminating the entire Revolving Commitment. (d) 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 two three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the consummation of an acquisition, sale or other similar transaction, or the receipt of proceeds from the incurrence or issuance of Indebtedness or Equity Interests or the effectiveness of other credit facilities or other refinancingfacilities), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the 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. (b) The Borrower may at any time terminate 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, 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 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000, 1,000,000 and (ii) the Borrower shall not reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Exposures would exceed the aggregate Revolving Commitmentsless than $5,000,000. (d) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least two three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other refinancingfacilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, all (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 at the start of the Revolving Maturity Date. (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce reduce, the Revolving Commitments; 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 $1,000,000, 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 2.102.11, the sum of the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments. (dc) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (bSection 2.08(b) or (c) of this Section at least two three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 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 consummation of any other refinancingevent, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, all (i) the Tranche B Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce permanently reduce, the Revolving CommitmentsCommitments 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 $1,000,000, 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 2.102.11, the sum of the Aggregate Revolving Exposures Exposure would exceed the aggregate Aggregate Revolving CommitmentsCommitment. (dc) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least two three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the 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 paragraph (b) of this Section may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other refinancingIndebtedness, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, all the Commitments shall terminate on the Maturity Date. (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce pro rata, the Revolving CommitmentsCommitments as specified in the notice set forth in (c) below; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000, 1,000,000 and not less than $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 in accordance with Section 2.102.11, (i) the sum of the Revolving Credit Exposures would exceed the aggregate Revolving total Commitments, (ii) the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B Commitments. (dc) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least two three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereofthereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitments. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other refinancingfacilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanentpermanent and such Commitments shall not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, all (i) the Tranche B 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. (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce reduce, the Revolving CommitmentsCommitments 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 $1,000,000, 500,000 and not less than $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 and Swingline Loans and/or cash collateralization of outstanding Letters of Credit in accordance with Section 2.10a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 105% of the outstanding amount of the applicable LC Exposure in respect thereof), the sum of the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments. (dc) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section 2.08 at least two three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 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 other refinancingthe closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, 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) date if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, all the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower FCX may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce reduce, the Revolving CommitmentsCommitments 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 $1,000,0001,000,000 and not less than $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 and provision of cash collateral, in each case in accordance with Section 2.102.10(b), the sum of 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, and (iii) FCX shall not terminate or reduce the Revolving Commitments unless it has obtained the prior approval required therefor under Section 6.11(b) of the Parent Credit Agreement. (dc) The Borrower FCX shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section Section, at least two three Business 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 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 other refinancingof asset 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) 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 CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, all (i) the Initial Term Commitments shall automatically terminate and be reduced to $0 on the Third Amendment and Restatement Effective Date upon the making (or deemed making) of the Initial Term Loans and (ii) the Revolving Commitments shall automatically terminate and be reduced to $0 on the Revolving Maturity Date. (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce permanently reduce, the Revolving CommitmentsCommitments of any Class; provided that (i) each partial reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000, 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 2.102.11, the sum of the Aggregate Revolving Exposures Exposure would exceed the aggregate Aggregate Revolving CommitmentsCommitment. (dc) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least two three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the 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 occurrence of other credit facilities one or other refinancingmore events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, all (i) the Tranche D 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. (b) The Parent Borrower (on behalf of itself and the Foreign Subsidiary Borrowers) may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce, the Commitments of any Class (it being understood that reductions of Revolving Commitments will automatically reduce the Revolving CommitmentsForeign Currency Commitments on a pro rata basis); provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000, 1,000,000 and not less than $5,000,000 and (ii) the Borrower Revolving Commitments shall not reduce the Revolving Commitments be terminated or reduced if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.11, the sum of the Revolving Exposures would exceed the aggregate total Revolving Commitments. (dc) The Parent Borrower (on behalf of itself and the Foreign Subsidiary 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 two three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Parent Borrower (on behalf of itself and the Foreign Subsidiary Borrowers) pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Parent Borrower (on behalf of itself and the Foreign Subsidiary Borrowers) may state that such notice is conditioned upon the effectiveness of other credit facilities or other refinancingthe occurrence of another transaction, in which case such notice may be revoked by the Parent Borrower (on behalf of itself and the Foreign Subsidiary Borrowers) (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective CommitmentsCommitments 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 Closing Date and (ii, (ii) the Additional Term B-1 Loan Commitments shall terminate at 5:00 p.m. New York City time, on the Amendment No. 1 Effective Date and (iii) all Revolving Commitments shall terminate on the Revolving Credit Maturity Date. (b) The Borrower Borrowers may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce reduce, the Revolving CommitmentsCommitments of any Class; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000, (or, if less, the remaining amount of such Commitments) 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 in accordance with Section 2.102.09, the sum of the total Revolving Credit Exposures would exceed the aggregate total Revolving Commitments. (dc) The Borrower Holdings shall notify the Administrative Agent by telephone (confirmed by telecopy or transmission by electronic communication in accordance with Section 9.01(b)) of any election to terminate or reduce the Commitments under paragraph clause (b) or (c) of this Section at least two 2.07 not later than 12:00 p.m. three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower Holdings pursuant to this Section 2.07 shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Holdings may state that such notice is conditioned upon the effectiveness of other credit facilities or instruments of Indebtedness or the occurrence of any other refinancingspecified event, in which case such notice may be revoked by the Borrower Holdings (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each Subject to Section 2.19(d), each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, all 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. (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce reduce, the Revolving CommitmentsCommitments 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 $1,000,000, 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 2.102.11, the sum of 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. (dc) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least two one Business Days 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 refinancingIndebtedness 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 datedate 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.Commitments of such Class. -70- US-DOCS\114614260.17

Termination and Reduction of Commitments. (a) Unless previously terminated, all the Revolving Facility Commitments of each Class shall terminate on the applicable Maturity DateDate for such Class. (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce reduce, the Revolving CommitmentsFacility Commitments of any Class; provided that (i) each reduction of the Revolving Facility Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000500,000 and not less than $1,000,000 (or, if less, the remaining amount of the Revolving Facility Commitments of such Class) and (ii) the Borrower shall not terminate or reduce the Revolving Facility Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Facility Loans in accordance with Section 2.102.11 and provision of any Letter of Credit Support in accordance with Section 2.05(j) or (k), the sum Dollar Equivalent of the Revolving Exposures Facility Credit Exposure of such Class (excluding any Letter of Credit for which Letter of Credit Support has been provided) would exceed the aggregate total Revolving CommitmentsFacility Commitments of such Class. (dc) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments of any Class under paragraph (b) or (c) of this Section 2.08 at least two three Business 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 notice, the Administrative Agent shall advise the applicable 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 or reduction of the Revolving Facility Commitments of any Class delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities facilities, indentures or similar agreements or other refinancingtransactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedsatisfied and/or rescinded at any time by the Borrower if the Borrower determines in its sole discretion that any or all of such conditions will not be satisfied (it being agreed that the Borrower may waive such condition). Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Revolving Facility Lenders in accordance with their respective CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, all (i) the Term Commitments shall terminate at 5:00 p.m., New York time, on the Effective Date and (ii) all the Revolving Commitments shall termi­nate on the Revolving Credit Maturity Date. (b) The Borrower may at any time terminate the Revolving Commitments upon (i) the payment in full of all outstanding LoansRevolving Loans and LC Disbursements, together with accrued and unpaid interest thereon and on any Letters of Creditthereon, (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 backup standby letter of credit satisfactory to the Administrative AgentAgent and the Issuing Bank) in an amount equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees, fees and (iv) the payment in full of all reimbursable expenses and other Obligations (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000, 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 in accordance with Section 2.102.8, the sum of the Aggregate Revolving Exposures Exposure would exceed the aggregate Revolving Commitments. (d) 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 two three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other refinancingfacilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, all the Commitments shall terminate on the Maturity Date. (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce reduce, one or both of the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000, 1,000,000 and not less than $5,000,000 and (ii) the Borrower shall not terminate or reduce (A) the Revolving Facility A Commitments if, after giving effect to any concurrent prepayment of the Revolving Facility A Loans in accordance with Section 2.10, the sum of the Aggregate Revolving Facility A Credit Exposures would exceed the aggregate Aggregate Revolving Facility A Commitments, and (B) the Revolving Facility B Commitments if, after giving effect to any concurrent prepayment of the Revolving Facility B Loans in accordance with Section 2.10, the Aggregate Revolving Facility B Credit Exposures would exceed the Aggregate Revolving Facility B Commitments. (dc) The Borrower shall notify the Administrative Agent of any election to terminate or reduce one or both of the Commitments under paragraph (b) or (c) of this Section at least two three Business Days prior to the effective date of such termination or reduction, specifying such election and the Commitment to which such request relates and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other refinancingfacilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the specified Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. 1.13 Section 2.11(b) shall be amended by deleting each and every reference therein to “Commitment” and “Commitments” and inserting “Revolving Facility A Commitment” or “Revolving Facility A Commitments”, respectively, in place thereof.

Termination and Reduction of Commitments. (a) Unless previously terminated, all the Commitments shall terminate on the Maturity Date. (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce permanently reduce, the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000, 1,000,000 and not less than $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 2.102.11, the sum of the Aggregate Revolving Exposures Exposure would exceed the Aggregate Commitment. (c) In the event and on each occasion that any Net Proceeds are received by or on behalf of Holdings, the Borrower or any Subsidiary in respect of any Prepayment Event, the Borrower shall, on the day such Net Proceeds are received (or, in the case of a Prepayment Event described in clause (a) or (b) of the definition of the term “Prepayment Event”, within three Business Days after such Net Proceeds are received), notify the Administrative Agent of the amount and receipt of such Net Proceeds, and on the date of such notice the Commitments shall be automatically and permanently reduced by an amount equal to the amount of such Net Proceeds; provided that, in the case of any event described in clause (a) or (b) of the definition of the term “Prepayment Event”, if the Borrower shall, prior to the date of such required notice, deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower to the effect that the Borrower intends to cause the Net Proceeds from such event (or a portion thereof specified in such certificate) to be applied within 365 days after receipt of such Net Proceeds to acquire assets used or useful in the business of the Borrower or the Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no reduction of the Commitments shall occur pursuant to this paragraph in respect of the Net Proceeds of such event (or the portion of such Net Proceeds specified in such certificate, if applicable) except to the extent of any such Net Proceeds that have not been so applied by the end of such 365-day period (or within a period of 180 days thereafter if by the end of such initial 365-day period the Borrower or one or more of the Subsidiaries shall have entered into an agreement with a third party to acquire such assets with such Net Proceeds), at which time the Commitments shall be automatically and permanently reduced in an amount equal to the Net Proceeds that have not been so applied; provided further that (A) to the extent any such Net Proceeds shall be received in respect of assets owned by a Loan Party, such Net Proceeds may be reinvested only in assets owned by a Loan Party or, in the case of a Permitted Acquisition, by any Person that shall become a Subsidiary Loan Party upon the consummation thereof, (B) to the extent any such Net Proceeds shall be received in respect of assets owned by a Subsidiary that is not a Loan Party but the Equity Interests in which constitute Collateral, such Net Proceeds may be reinvested only in assets owned by a Loan Party (including Equity Interests in Foreign Subsidiaries) or assets owned by a Subsidiary the Equity Interests in which constitute Collateral and (C) the Borrower shall not be permitted to make elections pursuant to the immediately preceding proviso with respect to Net Proceeds in excess of $100,000,000 in the aggregate Revolving Commitmentsin any fiscal year of Holdings. (d) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least two three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any noticenotice from the Borrower pursuant to paragraph (c) of this Section or the immediately preceding sentence, 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 or reduction of the Commitments delivered by the Borrower under paragraph (b) of this Section may state that such notice is conditioned upon the effectiveness occurrence of other credit facilities one or other refinancingmore events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Revolving Lenders in accordance with their respective individual Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, all (i) the Term A Loan Commitments shall terminate on the Closing Date upon the funding of the Term A Loans, (ii) the Term B Loan Commitments shall terminate on the Closing Date upon the funding of the Term B Loans and (iii) the Revolving Commitments shall terminate on the Revolving Credit Maturity DateDate (subject to Section 2.23). (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce reduce, the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000, 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 2.102.11, the sum Dollar Amount of the Total Revolving Exposures Credit Exposure would exceed the aggregate Revolving Commitments. (c) Notwithstanding the foregoing, upon the acquisition of one Revolving Lender by another Revolving Lender, or the merger, consolidation or other combination of any two or more Revolving Lenders (any such acquisition, merger, consolidation or other combination being referred to hereinafter as a “Combination” and each Revolving Lender which is a party to such Combination being hereinafter referred to as a “Combined Revolving Lender”), the Borrower may notify the Administrative Agent that it desires to reduce the Revolving Commitment of the Revolving Lender surviving such Combination (the “Surviving Revolving Lender”) to an amount equal to the Revolving Commitment of that Combined Revolving Lender which had the largest Revolving Commitment of each of the Combined Revolving Lenders party to such Combination (such largest Revolving Commitment, collectively, being the “Surviving Revolving Commitment” and the Revolving Commitments of the other Combined Revolving Lenders being hereinafter referred to, collectively, as the “Retired Revolving Commitments”). If the Required Revolving Lenders (determined as set forth below) and the Administrative Agent agree to such reduction in the Surviving Revolving Lender’s Revolving Commitment, then (i) the aggregate amount of the Revolving Commitments shall be reduced by the Retired Revolving Commitments effective upon the effective date of the Combination (or such later date as the Borrower may specify in its request); provided that, on or before such date the Borrower has paid in full the outstanding principal amount of the Revolving Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder of each of the Combined Revolving Lenders other than the Combined Revolving Lender whose Revolving Commitment is the Surviving Revolving Commitment, (ii) from and after the effective date of such reduction, the Surviving Revolving Lender shall have no obligation with respect to the Retired Revolving Commitments, and (iii) the Borrower shall notify the Administrative Agent whether it wants such reduction to be a permanent reduction or a temporary reduction. If such reduction is to be a temporary reduction, then the Borrower shall be responsible for finding one or more financial institutions (which for the avoidance of doubt may be an existing Lender) (each, a “Replacement Revolving Lender”), acceptable to the Administrative Agent (such acceptance not to be unreasonably withheld, conditioned or delayed), willing to assume the obligations of a Revolving Lender hereunder with aggregate Revolving Commitments up to the amount of the Retired Revolving Commitments. The Administrative Agent may require the Replacement Revolving Lenders to execute such documents, instruments or agreements as the Administrative Agent reasonably deems necessary or desirable to evidence such Replacement Revolving Lenders’ agreement to become parties hereunder. For purposes of this paragraph (c), Required Revolving Lenders shall be determined as if the reduction in the aggregate amount of the Revolving Commitments requested by the Borrower had occurred (i.e., the Combined Revolving Lenders shall be deemed to have a single Revolving Commitment in the aggregate equal to the Surviving Revolving Commitment and the aggregate amount of the Revolving Commitments shall be deemed to have been reduced by the Retired Revolving Commitments). (d) Notwithstanding the foregoing, upon the acquisition of one Term A Lender by another Term A Lender, or the Combination of any two or more Term A Lenders (each Term A Lender which is a party to such Combination being hereinafter referred to as a “Combined Term A Lender”), the Borrower may notify the Administrative Agent that it desires to reduce the Term A Loan Commitment of the Term A Lender surviving such Combination (the “Surviving Term A Lender”) to an amount equal to the Term A Loan Commitment of that Combined Term A Lender which had the largest Term A Loan Commitment of each of the Combined Term A Lenders party to such Combination (such largest Term A Loan Commitment being the “Surviving Term A Loan Commitment” and the Term A Loan Commitments of the other Combined Term A Lenders being hereinafter referred to, collectively, as the “Retired Term A Loan Commitments”). If the Required Term A Lenders (determined as set forth below) and the Administrative Agent agree to such reduction in the Surviving Term A Lender’s Term A Loan Commitment, then (i) the aggregate amount of the Term A Loan Commitments shall be reduced by the Retired Term A Loan Commitments effective upon the effective date of the Combination (or such later date as the Borrower may specify in its request); provided that, on or before such date the Borrower has paid in full the outstanding principal amount of the Term A Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder of each of the Combined Term A Lenders other than the Combined Term A Lender whose Term A Loan Commitment is the Surviving Term A Loan Commitment, (ii) from and after the effective date of such reduction, the Surviving Term A Lender shall have no obligation with respect to the Retired Term A Loan Commitments, and (iii) the Borrower shall notify the Administrative Agent whether it wants such reduction to be a permanent reduction or a temporary reduction. If such reduction is to be a temporary reduction, then the Borrower shall be responsible for finding one or more financial institutions (which for the avoidance of doubt may be an existing Lender) (each, a “Replacement Term A Lender”), acceptable to the Administrative Agent (such acceptance not to be unreasonably withheld, conditioned or delayed), willing to assume the obligations of a Term A Lender hereunder with aggregate Term A Loan Commitments up to the amount of the Retired Term A Loan Commitments. The Administrative Agent may require the Replacement Term A Lenders to execute such documents, instruments or agreements as the Administrative Agent reasonably deems necessary or desirable to evidence such Replacement Term A Lenders’ agreement to become parties hereunder. For purposes of this paragraph (d), Required Term A Lenders shall be determined as if the reduction in the aggregate amount of the Term A Loan Commitments requested by the Borrower had occurred (i.e., the Combined Term A Lenders shall be deemed to have a single Term A Loan Commitment in the aggregate equal to the Surviving Term A Loan Commitment and the aggregate amount of the Term A Loan Commitments shall be deemed to have been reduced by the Retired Term A Loan Commitments). (e) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least two three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of to terminate or reduce the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other refinancingtransactions specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 3:00 p.m. (New York City time) on the Restatement Effective Date and (ii) all other Commitments shall terminate on the Maturity Date. (b) The Borrower may at any . made by such ▇▇▇▇▇▇, including the amounts of principal and interest payable and paid to such ▇▇▇▇▇▇ from time terminate the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereontime hereunder. (c) The Borrower may from time to time reduce the Revolving Commitments; provided that Administrative Agent shall maintain accounts in which it shall record (i) the amount of each reduction of Loan made hereunder, the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000Class, Agreed Currency and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from each Borrower shall not reduce to each Lender hereunder and (iii) the Revolving Commitments if, after giving effect to amount of any concurrent prepayment sum received by the Administrative Agent hereunder for the account of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Exposures would exceed the aggregate Revolving CommitmentsLenders and each Lender’s share thereof. (d) The Borrower shall notify entries made in the Administrative Agent of any election accounts maintained pursuant to terminate or reduce the Commitments under paragraph (bc) or (cd) of this Section at least two Business Days prior to shall be prima facie evidence of the effective date existence and amounts of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt obligations recorded therein; provided that the failure of any notice, Lender or the Administrative Agent to maintain such accounts or any error therein shall advise not in any manner affect the Lenders Obligations (including, without limitation, the obligation of any Borrower to repay the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other refinancing, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders Loans in accordance with their respective Commitmentsthe terms of this Agreement). (e) Any Lender may request that Loans made by it to any Borrower be evidenced by a promissory note. In such event, the relevant Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form.

Termination and Reduction of Commitments. (a) Unless previously terminated, all (i) the Revolving Facility Commitments shall terminate on the Revolving Facility Maturity Date and (ii) the Term ▇-▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇-▇ Loan Commitments and Term B-3 Loan Commitments shall terminate at 2:00 p.m., Local Time, on the Closing Date. (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce reduce, the Revolving Facility Commitments; provided provided, that (i) each such reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,00010.0 million and not less than $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 Facility Loans in accordance with Section 2.102.11, the sum of the Revolving Exposures Facility Credit Exposure would exceed the aggregate total Revolving Facility Commitments. (dc) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments under paragraph clause (b) or (c) of this Section at least two three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower 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 other refinancingfacilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the applicable Lenders in accordance with their respective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, all the Commitments shall terminate on the Maturity Date. (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce reduce, the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000, 1,000,000 and not less than $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 in accordance with Section 2.102.11, the sum of the Revolving Exposures would exceed the total Available Commitments. (c) In the event and on each occasion that any Net Proceeds are received by or on behalf of the Borrower or any Subsidiary in respect of any Prepayment Event, immediately after such Net Proceeds are received the Commitments shall be permanently reduced by an aggregate Revolving Commitmentsamount equal to such Net Proceeds; provided that, notwithstanding the foregoing, no reduction of the Commitments shall be required pursuant to this paragraph in the case of any Net Proceeds received by or on behalf of the Borrower or any Subsidiary in respect of any sale, transfer or other disposition of (i) the Publishing Assets, (ii) the ICTC Assets or (iii) any Non- Core Assets. (d) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section, or any required reduction of the Commitments under paragraph (c) of this Section Section, at least two three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other refinancingfacilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, all 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 (b) The Upon at least three Business Days’ prior written or fax notice to the Administrative Agent, the Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loanswhole permanently terminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce in part permanently reduce, the Term Loan Commitments, the Revolving CommitmentsCredit Commitments or the Swingline Commitment; provided provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an amount that is an integral multiple of $1,000,000, 1,000,000 and in a minimum amount of $5,000,000 (and $1,000,000 in the case of the Swingline Commitment) and (ii) the Borrower Total Revolving Credit Commitment shall not reduce be reduced to an amount that is less than the Aggregate Revolving Commitments if, Credit Exposure then in effect (after giving effect to any concurrent repayment or prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Exposures would exceed the aggregate Revolving Commitments. (d) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least two Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereofeffected simultaneously therewith). Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each Any notice delivered given by the Borrower pursuant to this Section 2.09(b) shall be irrevocable; provided provided, that a any such notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other refinancingfinancing arrangements, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. . (c) Each reduction of in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments; provided, that the Swingline Commitment shall not be reduced unless the Revolving Commitment is reduced to an amount less than the Swingline Commitment then in effect (and then only to the extent of such deficit). The Borrower shall pay to the Administrative Agent for the account of the Revolving Credit Lenders, on the date of each termination or reduction of the Revolving Credit Commitments, the Commitment Fees on the amount of the Revolving Credit Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) Unless previously terminated, all 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 termination of the Revolving Credit Commitments and (ii) the date 10 days prior to the Revolving Credit Maturity Date, unless otherwise agreed by the Issuing Bank and the Borrower. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on June 30, 2006, if the initial Credit Event shall not have occurred by such time. (b) The Upon at least three Business Days’ prior written or fax notice to the Administrative Agent, the Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loanswhole permanently terminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce in part permanently reduce, the Term Loan Commitments, the Revolving CommitmentsCredit Commitments or the Swingline Commitment; provided provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an amount that is an integral multiple of $1,000,000, 1,000,000 and in a minimum amount of $5,000,000 (and $1,000,000 in the case of the Swingline Commitment) and (ii) the Borrower Total Revolving Credit Commitment shall not reduce be reduced to an amount that is less than the Aggregate Revolving Commitments if, Credit Exposure then in effect (after giving effect to any concurrent repayment or prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Exposures would exceed the aggregate Revolving Commitments. (d) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least two Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereofeffected simultaneously therewith). Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each Any notice delivered given by the Borrower pursuant to this Section 2.09(b) shall be irrevocable; provided provided, that a any such notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other refinancingfinancing arrangements, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. . (c) Each reduction of in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments; provided, that the Swingline Commitment shall not be reduced unless the Revolving Commitment is reduced to an amount less than the Swingline Commitment then in effect (and then only to the extent of such deficit). The Borrower shall pay to the Administrative Agent for the account of the Revolving Credit Lenders, on the date of each termination or reduction of the Revolving Credit Commitments, the Commitment Fees on the amount of the Revolving Credit Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) Unless previously terminated, all (i) the Revolving Facility Commitments shall terminate on the Maturity Date and (ii) the FILO Commitments shall terminate on the FILO Maturity Date. (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce reduce, the Revolving Facility Commitments; provided that (ix) each reduction of the Revolving Facility Commitments shall be in an amount that is an integral multiple of $1,000,0001.0 million and not less than $5.0 million (or, if less, the remaining amount of the applicable Revolving Facility Commitments) and (iiy) the Borrower shall not terminate or reduce the Revolving Facility Commitments if, after giving effect to any concurrent prepayment repayment of the Revolving Loans in accordance with Section 2.102.11, the sum Revolving Facility Credit Exposure would exceed the lesser of the total Revolving Facility Commitments and the Borrowing Base or (ii) terminate the FILO Commitments in full (but not in part). Notwithstanding the foregoing, in the event that all of the Revolving Exposures would exceed Facility Commitments are terminated, the aggregate Revolving CommitmentsFILO Commitments shall be terminated contemporaneously therewith, without further action by the Administrative Agent, any Borrower Party or any other Person. (dc) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments under paragraph (b) or (c) of this Section 2.08 at least two three Business Days prior to the effective closing date of such termination or reduction, specifying such election and the effective closing date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 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 other refinancingfacilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective closing date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

Termination and Reduction of Commitments. (a) Unless ---------------------------------------- previously terminated, all the Commitments shall terminate on the Maturity Date. (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce reduce, the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments -------- shall be in minimum aggregate amounts of $10,000,000 (unless the Swingline Commitment and/or the total Commitment, as the case may be, at such time is less than $10,000,000, in which case, in an amount that equal to the Swingline Commitment and/or the total Commitment at such time) and, if such reduction is an greater than $5,000,000, in integral multiple multiples of $1,000,000, 5,000,000 in excess of such amount 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 2.10, the sum of the Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans would exceed the aggregate Revolving total Commitments. (dc) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least two three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice -------- of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other refinancingfacilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, all (i) the Revolving Commitments shall terminate on the Revolving Maturity Date and (ii) the Tranche B-1 Commitments shall terminate immediately after the borrowing of Tranche B-1 Term Loans on the Amendment Effective Date. (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loanstime, together with accrued and unpaid interest thereon and on any Letters of Creditwithout premium or penalty, (ii) the cancellation and return of all outstanding Letters of Credit (terminate, 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 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce reduce, the Revolving CommitmentsCommitments 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 $1,000,000, 1,000,000 and not less than $1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments ifto the extent, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Credit Exposures would exceed the aggregate total Revolving Commitments. (dc) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least two three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the consummation of an acquisition, sale or other similar transaction, or the receipt of proceeds from the incurrence or issuance of Indebtedness or Equity Interests or the effectiveness of other credit facilities or other refinancingfacilities), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, all (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. (b) The Parent Borrower (on behalf of itself, the Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers) may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce, the Commitments of any Class (it being understood that reductions of Revolving Commitments will automatically reduce the Revolving CommitmentsForeign Currency Commitments on a pro rata basis); provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000, 1,000,000 and not less than $5,000,000 and (ii) the Borrower Revolving Com- mitments shall not reduce the Revolving Commitments be terminated or reduced if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.11, the sum of the Revolving Exposures would exceed the aggregate total Revolving Commitments. (dc) The Parent Borrower (on behalf of itself, the Subsidiary Term Borrowers and the Foreign Subsidiary 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 two three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Parent Borrower (on behalf of itself, the Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers) pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Parent Borrower (on behalf of itself, the Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers) may state that such notice is conditioned upon the effectiveness of other credit facilities or other refinancingthe occurrence of another transaction, in which case such notice may be revoked by the Parent Borrower (on behalf of itself, the Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers) (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, all (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. (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce reduce, the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000, 1,000,000 and not less than $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 in accordance with Section 2.10, the sum of the Revolving Exposures would exceed the aggregate total Revolving Commitments. (c) Each Revolving Lender may, at its option, at any time following the first date on which any Indebtedness is incurred under any Incremental Facilities pursuant to Section 2.19, terminate or reduce its Revolving Commitment; provided that each partial reduction of the Revolving Commitment held by such Revolving Lender shall be in an amount that is an integral multiple of $1,000,000. (d) The Borrower or the Revolving Lender, as applicable, shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph paragraphs (b) or (c) of this Section at least two three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Revolving Lenders (and the Borrower, in the case of a termination or reduction under paragraph (c) of this Section) 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 other refinancingfacilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent. Each reduction of the Revolving Commitments made pursuant to paragraph (b) of this Section shall be made ratably among the Revolving Lenders in accordance with their respective Revolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, all the Revolving Commitments and the Swingline Commitment shall terminate on the Maturity Date. (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce reduce, the Revolving CommitmentsCommitments 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 $1,000,0001,000,000 and not less than $5,000,000 or if less, the entire remaining amount 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 2.102.09, the sum aggregate Revolving Exposures (excluding, in the case of any termination of the Revolving Commitments, 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 Issuing Bank with respect to such Letters of Credit and the Issuing Bank has released the Revolving Lenders from their participation obligations with respect to such Letters of Credit) would exceed the aggregate Revolving Commitments. (dc) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least two three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments of any Class delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other refinancingIndebtedness, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminatedterminated (i) the Initial Term A Commitment shall terminate upon the funding of the Initial Term A Loans on the Effective Date, all (ii) the Additional Term A Commitment shall terminate upon the funding of the Additional Term A Loans on the First Incremental Amendment Effective Date, (iii) the Second Additional Term A Commitment shall terminate upon the funding of the Second Additional Term A Loans on the Second Incremental Amendment Effective Date, (iv) the Term B-1 Dollar Commitment, the Term B-1 Euro Commitment and the Term B-2 Commitment shall terminate upon the funding of the Term B-1 Dollar Loans, the Term B-1 Euro Loans or the Term B-2 Loans, as applicable, on the Effective date and (v) the Term B-3 Commitment shall terminate upon the funding of the Term B-3 Loans on the First Amendment Effective Date. The Revolving Commitments shall automatically terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce reduce, the Revolving CommitmentsCommitments 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 (i) $1,000,000, 500,000 and not less than $1,000,000 in the case of Loans denominated in dollars and (ii) € 500,000 and not less than € 1,000,000 in the Borrower shall not reduce the Revolving Commitments if, after giving effect to any concurrent prepayment case of the Revolving Loans denominated in accordance with Section 2.10, the sum of the Revolving Exposures would exceed the aggregate Revolving Commitmentseuro. (dc) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least two one Business Days 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 refinancingIndebtedness 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 datedate 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 CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminatedterminated in accordance with the terms hereof, all Commitments shall terminate on the Maturity Date. (b) The Borrower may at any time terminate the Commitments upon (i) the payment Term Commitments in full respect of all outstanding Loansthe Term Loans made on the Closing Date shall automatically terminate at 5:00 p.m., together with accrued and unpaid interest thereon and New York City time, on any Letters of Creditthe Closing Date, (ii) the cancellation 2024 New Term Commitments shall automatically terminate upon the initial funding of the 2024 New Term Loans on the Eighth Amendment Effective Date and return (iii) the Revolving Commitments and the L/C Commitment shall automatically terminate on the applicable Maturity Date with respect to such Revolving Commitments (provided that, notwithstanding anything else herein to the contrary, the Maturity Date applicable to the L/C Commitment shall be the Tranche C Revolving Termination Date unless such date is extended with the prior written consent of, in the case of all the L/C Commitment, the Issuing Banks). If any Letter of Credit remains outstanding Letters on the Maturity Date with respect to the Revolving Commitments applicable to such Letter of Credit (or alternativelyand, with respect at the time thereof, after giving effect to each such the reallocations of Letter of CreditCredit participations provided for in Section 2.23(d)(iii) and the repayment of the applicable Revolving Loans at such time, the furnishing to Revolving Exposure of the applicable Revolving Lenders exceeds the available Revolving Commitments of such Revolving Lenders), the Borrower shall deposit with the Administrative Agent of a an amount in cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105103% of the aggregate undrawn amount of all outstanding Letters such Letter of Credit as to secure the full obligations with respect to any drawings that may occur thereunder, which amount shall be promptly returned to the Borrower upon each such Letter 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereonCredit being terminated or cancelled. (cb) The Upon at least three Business Days’ prior irrevocable written notice to the Administrative Agent, the Borrower may at any time in whole permanently terminate, or from time to time reduce in part permanently reduce, in each case without premium or penalty, the Revolving Commitments; provided provided, however, that (i) each partial reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000, 1,000,000 and in a minimum amount of $5,000,000 and (ii) the Borrower Total Revolving Commitment shall not reduce be reduced to an amount that is less than the Aggregate Revolving Commitments ifExposure then in effect; provided, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10further, the sum of the Revolving Exposures would exceed the aggregate Revolving Commitments. (d) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least two Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice termination is conditioned upon the effectiveness of other credit facilities or any other refinancingevent, in which case such notice may be revoked (or the termination date extended) by the Borrower (by notice to the Administrative Agent on or prior to the specified effective termination date) if such condition is not satisfied. Any termination or . (c) Each reduction of in the Revolving Commitments shall be permanent. Each reduction made, at the Borrower’s option, to either (i) on a pro rata basis all Classes of Revolving Commitments outstanding on such date or (ii) the Classes of Revolving Commitments outstanding on such date in the order of the Commitments shall be made maturity date thereof, in each case, ratably among the applicable Lenders in accordance with their respective CommitmentsPro Rata Percentages; provided, however, that (i) to the extent applicable, the Tranche A Revolving Commitments may not be reduced to an amount less than the sum of the aggregate principal amount of Tranche A Revolving Loans and the Tranche A Revolving L/C Exposure then outstanding, (ii) to the extent applicable, the Tranche B Revolving Commitments may not be reduced to an amount less than the sum of the aggregate principal amount of Tranche B Revolving Loans and the Tranche B Revolving L/C Exposure then outstanding and (iii) to the extent applicable, the Tranche C Revolving Commitments may not be reduced to an amount less than the sum of the aggregate principal amount of Tranche C Revolving Loans and the Tranche C Revolving L/C Exposure then outstanding. 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 Dollar Equivalent of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction. (d) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than ten Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of ‎Section 2.26(e) shall apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that, such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank or any Lender may have against such Defaulting Lender.

Termination and Reduction of Commitments. (a) Unless previously terminated, all (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. (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loanstime, together with accrued and unpaid interest thereon and on any Letters of Creditwithout premium or penalty, (ii) the cancellation and return of all outstanding Letters of Credit (terminate, 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 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce reduce, the Revolving Commitments or unused Tranche A Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000, 1,000,000 and not less than $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 in accordance with Section 2.102.11, the sum of the Revolving Exposures would exceed the aggregate total Revolving Commitments. (dc) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least two three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other refinancingfacilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (d) 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 CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless ----------------------------------------- previously terminated, all (i) the Tranche A Commitments, shall terminate at 5:00 p.m. on the last day of the Tranche A Availability Period and (ii) 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. (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce reduce, the Revolving CommitmentsCommitments 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 $1,000,000, 1,000,000 and not less than $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 in accordance with Section 2.102.11, the sum of the Revolving Exposures would exceed the aggregate total Revolving Commitments. (c) If any prepayment of Term Borrowings is required pursuant to Section 2.11 but cannot be made because there are no Term Borrowings outstanding, or because the amount of the required prepayment exceeds the outstanding amount of Term Borrowings, then, on the date that such prepayment is required, first, the Tranche A Term Commitments, and, if insufficient, second the Revolving Commitments shall be reduced by an aggregate amount equal to the amount of the required prepayment, or the excess of such amount over the outstanding amount of Term Borrowings, as the case may be. (d) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section, or any required reduction of the Revolving Commitments under paragraph (c) of this Section Section, at least two three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice -------- of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other refinancingfacilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless (i) The Closing Date Term Commitments existing on the Closing Date shall automatically terminate upon the making of the Closing Date Term Loans on the Closing Date, (ii) the 2021 Incremental Term Loan Commitments existing on the 2021 Incremental Joinder Effective Date shall automatically terminate upon the making of the 2021 Incremental Term Loans on the 2021 Incremental Joinder Effective Date and (ii) unless previously terminated, all the Revolving Credit Commitments shall terminate on the Revolving Credit Maturity Date. (b) The Upon delivering the notice required by Section 2.08(d), the Borrower may at any time terminate the Revolving Credit Commitments upon (i) the payment in full in Cash of all outstanding Revolving Loans and Swingline Loans, together with accrued and unpaid interest thereon and on any Letters of Creditthereon, (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 Cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit if reasonably satisfactory to the Administrative AgentAgent and the applicable Issuing Bank, a backup standby letter of credit) equal to 105103% of the aggregate undrawn amount of all outstanding Letters of Credit LC Exposure as of such date), ) and (iii) the payment in full of the all accrued and unpaid fees, fees and (iv) the payment in full of all reimbursable expenses and other non-contingent Obligations (other than Unliquidated Obligations) with respect to the Revolving Facility then due, together with accrued and unpaid interest (if any) thereon. (c) The Upon delivering the notice required by Section 2.08(d), the Borrower may from time to time reduce the Revolving Credit Commitments; provided that (i) each reduction of the Revolving Credit Commitments shall be in an amount that is an integral multiple of the Dollar Equivalent of $1,000,000, 100,000 and not less than the Dollar Equivalent or $1,000,000 and (ii) the Borrower shall not reduce the Revolving Credit Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.09 or Section 2.10, the sum of the Aggregate Revolving Exposures Credit Exposure would exceed the aggregate Total Revolving CommitmentsCredit Commitment. (d) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section 2.08 at least two one Business Days Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other refinancingtransactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Credit Commitments pursuant to this Section 2.08 shall be permanent. Each Upon any reduction of the Commitments Revolving Credit Commitments, the Revolving Credit Commitment of each Revolving Lender shall be made ratably among the Lenders in accordance with their respective Commitmentsreduced by such Revolving Lender’s Applicable Percentage of such reduction amount.

Termination and Reduction of Commitments. (a) Unless previously terminated, all (i) the Revolving Facility Commitments shall terminate on the Maturity Date and (ii) the FILO Commitments shall terminate on the FILO Maturity Date. (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce reduce, the Revolving Facility Commitments; provided that (iix) each reduction of the Revolving Facility Commitments shall be in an amount that is an integral multiple of $1,000,0001.0 million and not less than $5.0 million (or, if less, the remaining amount of the applicable Revolving Facility Commitments) and (iiiiy ) the Borrower shall not terminate or reduce the Revolving Facility Commitments if, after giving effect to any concurrent prepayment repayment of the Revolving Loans in accordance with Section 2.102.11, the sum Revolving Facility Credit Exposure would exceed the lesser of the total Revolving Facility Commitments and the Borrowing Base. or (ii) terminate the FILO Commitments in full (but not in part). Notwithstanding the foregoing, in the event that all of the Revolving Exposures would exceed Facility Commitments are terminated, the aggregate Revolving CommitmentsFILO Commitments shall be terminated contemporaneously therewith, without further action by the Administrative Agent, any Borrower Party or any other Person. (dc) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments under paragraph (b) or (c) of this Section 2.08 at least two three Business Days prior to the effective closing date of such termination or reduction, specifying such election and the effective closing date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 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 other refinancingfacilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective closing date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminatedThe Revolving Commitments, all Commitments the Swingline Commitment and the LC Commitment shall automatically terminate on the Maturity Date. (b) The Borrower At their option, the Borrowers may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce permanently reduce, the Revolving Commitments; provided provided, that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000, 100,000 and not less than $500,000 and (ii) the Borrower Revolving Commitments shall not reduce the Revolving Commitments be terminated or reduced if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.102.09, the sum of the Total Revolving Exposures Exposure would exceed the aggregate Total Revolving Commitments. (d) . The Administrative Borrower shall notify the Administrative Agent in writing of any election to terminate or reduce the Revolving Commitments under paragraph (b) or (c) of this Section 2.07(b) at least two five Business Days prior to the effective date of such termination or reductionreduction (which effective date shall be a Business Day), specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Administrative Borrower pursuant to this Section 2.07(b) shall be irrevocable; provided 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 other refinancingin order to refinance in full the Obligation hereunder, 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) if such condition is not satisfied. . (c) If at the time of any mandatory prepayment required pursuant to Section 2.09(b)(v) or (vi) (determined as if Revolving Loans in an aggregate principal amount equal to such mandatory prepayment were outstanding at such time) an Event of Default exists and is continuing, the Revolving Commitments shall be reduced by an amount equal to 100% of the Net Cash Proceeds of the respective Asset Sale or Casualty Event. (d) Any termination or reduction of the Revolving Commitments shall be permanent. Each reduction of the Revolving Commitments pursuant to this Section 2.07 shall be made ratably among the Lenders in accordance with their respective Revolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, terminated all Commitments shall terminate on the Maturity Date. (b) The Borrower Company may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower Company may from time to time reduce the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000, 1,000,000 and not less than $2,000,000 and (ii) the Borrower Company shall not reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10Loans, the sum of the Revolving Exposures would exceed the aggregate lesser of the total Revolving CommitmentsCommitments and the Borrowing Base. (d) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least two three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities or other refinancingfacilities, 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) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

Termination and Reduction of Commitments. (a) Each New Tranche A Term Commitment shall terminate on the earlier of (i) the New Tranche A Term Funding Date (following the making of the Tranche A Term Loans to be made on such date) and (ii) 5:00 p.m., New York City time, on the New Tranche A Term Commitment Termination Date regardless of whether any Tranche A Term Loans are made prior to such time. Unless previously terminated, all Revolving Commitments shall terminate on the Revolving Credit Maturity Date. (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce reduce, the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,0001,000,000 and not less than $10,000,000 (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 in accordance with Section 2.10, the sum aggregate principal amount of the total Revolving Credit Exposures would exceed the aggregate total Revolving Commitments. (dc) 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 two three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other refinancinginstruments of Indebtedness, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent. Each reduction of the Revolving Commitments shall shall, except as provided in Section 2.20, be made ratably among the Lenders in accordance with their respective Revolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, all the Revolving Facility Commitments shall terminate on the Revolving Facility Maturity Date. The parties hereto acknowledge that the Tranche B Term Loan Commitments will terminate at 5 p.m. New York City time on the Closing Date. (b) The Each Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce reduce, the Revolving CommitmentsCommitments under any Facility; provided that (i) each reduction of the Revolving Commitments under any Facility shall be in an amount that is an integral multiple of $1,000,000U.S.$1.0 million and not less than U.S.$5.0 million (or, if less, the remaining amount of the Revolving Facility Commitments) and (ii) the no Borrower shall not terminate or reduce the Revolving Facility Commitments if, after giving effect to any concurrent prepayment of the Revolving Facility Loans in accordance with Section 2.102.11, the sum of the Revolving Exposures Facility Credit Exposure would exceed the aggregate total Revolving Facility Commitments. (dc) The Each Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments under paragraph (b) or (c) of this Section at least two three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the any Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Facility Commitments delivered by the such Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other refinancingfacilities, 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) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments under any Facility shall be made ratably among the Lenders in accordance with their respective CommitmentsCommitments under such Facility.

Termination and Reduction of Commitments. (a) Unless previously terminated, all Commitments (i) the Term Commitment of each Term Lender shall automatically terminate on the earlier of (A) immediately after the making of the Term Loan by such Term Lender on the Effective Date and (B) at 11:59 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date. (b) The Borrower Company may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce permanently reduce, the Revolving CommitmentsCommitments of any Class; provided that (i) each reduction of the Revolving Commitments of a Class shall be in an amount that is an integral multiple of $1,000,000US$500,000 and not less than US$1,000,000 (or, if less, the remaining Commitments of such Class) 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 2.102.08, (A) the sum of the Aggregate Revolving Exposures Exposure would exceed the aggregate Aggregate Revolving CommitmentsCommitment or (B) the Revolving Exposure of any Revolving Lender would exceed its Revolving Commitment. (dc) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least two three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Commitments delivered by the Borrower of any Class under paragraph (b) of this Section may state that such notice is conditioned upon the effectiveness occurrence of other credit facilities one or other refinancingmore 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) 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 CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, all the Commitments shall terminate on the Revolving Loan Maturity DateDate as provided in Section 2.02(e). (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce reduce, the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000, 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 in accordance with Section 2.10, the sum of the Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans would exceed the aggregate Revolving total Commitments. (dc) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least two three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other refinancingfacilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. (d) The Borrower may, at its sole expense and effort, upon notice to any Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under

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, (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. (b) The Borrower may at any time terminate the Revolving Commitments upon (i) the payment in full of all outstanding LoansRevolving Loans and LC Disbursements, together with accrued and unpaid interest thereon and on any Letters of Creditthereon, (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 backup standby letter of credit reasonably satisfactory to the Administrative Agent) equal to 105100% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000, 1,000,000 and not less than $5,000,000 and (ii) the Borrower shall not reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the Aggregate Revolving Exposures Exposure would exceed the aggregate Revolving Commitments. (d) 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 two three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other refinancingfunding 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) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, all the Revolving Commitments shall terminate on the Maturity Date. (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000, 1,000,000 and not less than $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 in accordance with Section 2.102.11, the Dollar Amount of the sum of the Revolving Credit Exposures would exceed the aggregate Aggregate Revolving CommitmentsCommitment. (dc) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least two three (3) Business Days (or such lesser period as the Administrative Agent shall agree to in writing) prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other refinancingtransactions specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. (d) In the event the Borrower or any of its Subsidiaries receives Net Cash Proceeds from Specified Additional Indebtedness (whether in a single incurrence or a series of incurrences), the Borrower shall make the prepayments required pursuant to Section 2.11(c) and the Revolving Commitments shall immediately terminate and be permanently reduced to zero. (e) Upon the occurrence of a Unit Purchase Agreement Termination Event, the Commitments shall immediately terminate and be permanently reduced to zero.

Termination and Reduction of Commitments. (a) Unless previously terminated, all the Revolving Commitments shall automatically terminate on the Maturity Date. The Term Loan Commitments shall automatically terminate at 5:00 p.m., Houston time, on the Term Loan Availability Termination Date. (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce reduce, the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000, 1,000,000 and not less than $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 in accordance with Section 2.10, the sum of the 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 the Issuing Bank in form and substance and issued by issuer(s) satisfactory to the 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 Commitments shall be for the account of the Issuing Bank. (dc) 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 two three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other refinancingfacilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent. Each reduction of the Revolving Commitments shall be made ratably among the Revolving Lenders in accordance with their respective Revolving 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, (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. (b) The Borrower may at any time terminate the Revolving Commitments upon (i) the payment in full of all outstanding LoansRevolving Loans and LC Disbursements, together with accrued and unpaid interest thereon and on any Letters of Creditthereon, (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 backup standby letter of credit reasonably satisfactory to the Administrative Agent) equal to 105100% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000, 1,000,000 and not less than $5,000,000 and (ii) the Borrower shall not reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the Aggregate Revolving Exposures Exposure would exceed the aggregate Revolving Commitments. (d) 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 two three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other refinancingfunding 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) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Revolving 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. (b) The Borrower may at any time terminate the Revolving Commitments upon (i) the payment in full of all outstanding LoansRevolving Loans and LC Disbursements, together with accrued and unpaid interest thereon and on any Letters of Creditthereon, (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 backup standby letter of credit reasonably satisfactory to the Administrative Agent) equal to 105100% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000, 1,000,000 and not less than $5,000,000 and (ii) the Borrower shall not reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the Aggregate Revolving Exposures Exposure would exceed the aggregate Revolving Commitments. (d) 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 two three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other refinancingfunding 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) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments.

Termination and Reduction of Commitments. (a) Unless ---------------------------------------- previously terminated, all (i) the US Term Commitments and Canadian Term 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. (b) The Borrower Company may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce reduce, the Revolving CommitmentsCommitments 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 $1,000,000US$1,000,000 or C$100,000, as the case may be, and not less than US$5,000,000 or C$500,000, as the case may be, 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 in accordance with Section 2.102.11, the sum of the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments. (dc) The Borrower Company shall notify the Administrative Agent Facility Agents of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section above at least two three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent Facility Agents 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 any other refinancingtransaction intended to replace the financing hereunder), in which case such notice may be revoked by the Borrower Company (by notice to the Administrative US Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, all (i) the Construction/Term Commitments shall terminate at 5:00 p.m., New York City time, on the Construction Availability End Date (after giving effect to any Construction/Term Loan made on such date), (ii) the Term Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date (after giving effect to the Term Loans required to be made on such date) and (iii) the Working Capital Commitments and L/C Commitments shall terminate at 5:00 p.m., New York City time, on the Maturity Date. (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce reduce, the Revolving CommitmentsCommitments under any Facility; provided that (i) each reduction of the Revolving Commitments under any Facility shall be in an amount that is an integral multiple of $1,000,000500,000 and not less than $100,000 (or, if less, the remaining amount of the applicable Commitments) and (ii) (A) the Borrower shall not voluntarily terminate or reduce the Revolving Working Capital Commitments if, after giving effect to any concurrent prepayment of the Revolving Working Capital Loans in accordance with Section 2.102.11, the sum of the Revolving Exposures Working Capital Facility Exposure would exceed the total Working Capital Commitments, (B) the Borrower shall not voluntarily terminate or reduce the L/C Commitments with respect to any Tranche if, after giving effect to any concurrent prepayment of L/C Loans in respect of such Tranche in accordance with Section 2.11, the L/C Facility Exposure for such Tranche would exceed the total L/C Commitments for such Tranche, (C) the Borrower shall not voluntarily terminate or reduce the Construction/Term Commitments if the remaining Available Unused Commitments in respect of the Construction/Term Commitments, together with the funds on deposit in the Construction Account and the Local Accounts (other than for payment of O&M Costs), could not reasonably be expected to be sufficient to fund all remaining Project Costs through the Commercial Operation Date for Gateway Expansion II, as set forth in a certificate of a Responsible Officer of the Borrower and confirmed by the Independent Engineer (other than in connection with a Permitted Project Disposition) and (D) the Borrower shall not voluntarily terminate or reduce the Term Commitments unless, after giving effect to any such termination or reduction, the aggregate Revolving outstanding principal amount of the Term Loans and any remaining Available Unused Commitments in respect of the Term Commitments shall not exceed the Term Commitments remaining after giving effect to such termination or reduction. (c) The Borrower shall, in connection with any mandatory prepayment pursuant to Section 2.11(b)(iv), fully prepay the Construction/Term Loan Facility and terminate the unused Construction Term/Loan Commitments. (d) The Borrower shall notify the Administrative Agent in writing of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section above at least two three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section clause (c) shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other refinancingfacilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. . (e) Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments under any Facility shall be made ratably among the Lenders in accordance with their respective CommitmentsCommitments under such Facility and Tranche, as applicable.

Termination and Reduction of Commitments. (a) Unless previously terminated, all 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 termination of the Revolving Credit Commitments and (ii) the Revolving Credit Maturity Date, unless otherwise agreed by each Issuing Bank and the Borrower. (b) The Upon at least three (3) Business Days’ prior written or fax notice to the Administrative Agent, the Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loanswhole permanently terminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce in part permanently reduce, the Revolving CommitmentsCredit Commitments or the Swingline Commitment; provided provided, however, that (i) each partial reduction of the Revolving Credit Commitments shall be in an integral multiple of $100,000 and in a minimum amount that is of $1,000,000, (ii) each partial reduction of the Swingline Commitment shall be in an integral multiple of $1,000,000, 100,000 and in a minimum amount of $500,000 and (iiiii) the Borrower Total Revolving Credit Commitment shall not reduce be reduced to an amount that is less than the Aggregate Revolving Commitments if, Credit Exposure then in effect (after giving effect to any concurrent repayment or prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Exposures would exceed the aggregate Revolving Commitments. (d) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least two Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereofeffected simultaneously therewith). Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each Any notice delivered given by the Borrower pursuant to this Section 2.09(b) shall be irrevocable; provided that a any such notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other refinancingfinancing arrangements, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. . (c) Each reduction of in the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments; provided that the Swingline Commitment shall not be reduced unless the Revolving Credit Commitment is reduced to an amount less than the Swingline Commitment then in effect (and then only to the extent of such deficit). The Borrower shall pay to the Administrative Agent for the account of the Revolving Credit Lenders, on the date of each termination or reduction of the Revolving Credit Commitments, the Commitment Fees on the amount of the Revolving Credit Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) Unless previously terminated, all the Revolving Commitments shall terminate on the Revolving Credit Maturity Date. (b) The Borrower may at any time terminate the Revolving Commitments upon (i) the payment in full of all outstanding LoansRevolving Loans and LC Disbursements, together with accrued and unpaid interest thereon and on any Letters of Creditthereon, (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 backup standby letter of credit satisfactory to the Administrative AgentAgent and the Issuing Bank) in an amount equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000, 100,000 and not less than $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 in accordance with Section 2.102.11, the sum of the Aggregate Revolving Exposures Exposure would exceed the aggregate Revolving Commitments. (d) 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 two three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other refinancingfacilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, all (i) the Initial Term 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. (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce reduce, the Revolving CommitmentsCommitments 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 $1,000,000, 500,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class 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 2.102.11, the sum of the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments. (dc) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section 2.08 at least two one (1) Business Days 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 refinancingIndebtedness 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 datedate 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 CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, all . (a) The Commitments shall terminate be automatically terminated on the Maturity Termination Date. (b) The Upon at least three Business Days' prior irrevocable telex or telecopy notice to the Paying Agent, the Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loanswhole permanently terminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect from time to each such Letter of Credittime in part permanently reduce, the furnishing to the Administrative Agent of a cash deposit (or at the discretion Unused Commitments of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% Lenders; provided, however, that each partial reduction of the aggregate undrawn Unused Commitments shall be in an integral multiple of $1,000,000 and in a minimum principal amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon$10,000,000. (c) The Borrower may from time to time reduce the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000, and (ii) the Borrower shall not reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Exposures would exceed the aggregate Revolving Commitments. (d) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least two Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other refinancing, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of in the Unused Commitments hereunder shall be made ratably among the Lenders in accordance with their respective Revolving Credit Commitments. The Borrower shall pay to the Paying Agent for the account of the Lenders, on the date of each termination or reduction of the Unused Commitments, the Facility Fees on the amount of the Unused Commitments so terminated or reduced accrued through the date of such termination or reduction. (d) If a Change of Control shall occur, the Borrower shall, within ten days after the occurrence thereof, give notice thereof to the Administrative Agents (the Paying Agent shall promptly deliver such notice to the Lenders), which notice shall describe in reasonable detail the facts and circumstances giving rise thereto and shall specify an Optional Termination Date for purposes of this Section 2.11 (the "Optional Termination Date"), which date shall not be less than 15 nor more than 30 days after the date of such notice. Each Lender may, by notice to the Borrower and the Paying Agent given not less than three Business Days prior to the Optional Termination Date, terminate its Commitment (if any), which shall thereupon be terminated, and declare the Revolving Credit Loans held by it (together with accrued interest thereon) and any other amounts payable hereunder for its account to be, and such Revolving Credit Loans and such other amounts shall thereupon become, due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, in each case effective as of the Optional Termination Date. On the Optional Termination Date, the Borrower shall deposit into the L/C Cash Collateral Account, an amount in cash equal to such terminating Lender's Pro Rata Share of the Available Amount of all Letters of Credit outstanding on such date. Any such amounts that are deposited pursuant to this Section 2.11 shall be held and applied in accordance with Section 6.02.

Termination and Reduction of Commitments. (a) Unless previously terminated, all (i) the Term Loan Commitments shall terminate at 5:00 p.m., New York City time, on the Term Loan Commitment Expiration Date, (ii) the Tax Bridge Loan Commitments shall terminate at 5:00 p.m., New York City time, on the Tax Bridge Loan Commitment Expiration Date and (iii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce reduce, in either case, without premium or penalty, the Revolving Commitments; 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 $1,000,000, 1,000,000 and not less than $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 in accordance with Section 2.102.11, the sum aggregate Revolving Exposures (excluding, in the case of any termination of the Revolving Commitments, 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 Issuing Bank with respect to such Letters of Credit and the Issuing Bank has released the Revolving Lenders from their participation obligations with respect to such Letters of Credit) plus the aggregate principal amount of outstanding Competitive Loans would exceed the aggregate Revolving Commitments. (dc) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least two three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; , provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other refinancingIndebtedness, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, all Commitments (i) the 2015 Term Loan Commitment of each 2015 Term Lender shall automatically and permanently terminate at 5:00 PM, New York City time, on the Maturity DateClosing Date (after giving effect to the incurrence of 2015 Term Loans on such date) and, (ii) the Incremental Term 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 Amendment No. 1 Effective Date (after giving effect to the incurrence of Incremental Term B-1 Loans on such date). and (iii) the Second Amendment Refinancing Commitment of each Second Amendment Refinancing Term Lender shall automatically and permanently terminate at 5:00 PM, New York City time, on the Amendment No. 2 Effective Date (after giving effect to the incurrence of Second Amendment Refinancing Term Loans on such date). (b) The Applicable Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce reduce, the Revolving CommitmentsCommitments of any Class; provided that (i) each reduction of the Revolving such Commitments shall be in an amount that is an integral multiple of $1,000,000, 5,000,000 and (ii) the Borrower shall not reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Exposures would exceed the aggregate Revolving Commitmentsless than $10,000,000. (dc) The Applicable Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (b) or (c) of this Section 2.06 at least two three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Applicable Borrower pursuant to this Section 2.06 shall be irrevocable; provided that a notice of termination of the Commitments of any Class delivered by the Applicable Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or one or more other refinancingevents 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) 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 CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term A Loan Commitments and Term B Loan Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) all other Commitments shall terminate on the Maturity Date. (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000, 1,000,000 and (ii) the Borrower shall not reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Exposures would exceed the aggregate lesser of the total Revolving CommitmentsCommitments and the Borrowing Base. (d) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least two five Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other refinancingfacilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, all The Tranche A ---------------------------------------- Term Loan Commitments and the Tranche B Term Loan Commitments shall terminate be automatically terminated at 5:00 p.m., Charlotte time, on the earlier of (i) the Closing Date and (ii) July 31, 1996. The Revolving Credit Commitments shall be automatically terminated at 5:00 p.m., Charlotte time, on (A) July 31, 1996, if the first Borrowing hereunder in accordance with Article IV has not occurred by such date and (B) otherwise, the Revolving Credit Maturity Date. The Swingline Commitment shall be automatically terminated at 5:00 p.m., Charlotte time, on (A) July 31, 1996, if the first Borrowing hereunder in accordance with Article IV has not occurred by such date and (B) otherwise, the Swingline Maturity Date. (b) The Upon at least five Business Days' prior irrevocable written or telecopy notice to the Agent, the Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loanswhole permanently terminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Creditin part permanently reduce, 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 105% of the aggregate undrawn amount of all outstanding Letters of Revolving Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce the Revolving Commitments; provided provided, however, that (i) each partial reduction of the Revolving Credit -------- ------- Commitments shall be in an aggregate principal amount that which is equal to $1,000,000 or an integral multiple of $1,000,000, thereof and (ii) the Borrower shall not reduce comply with the provisions of Section 2.11(c). (c) The Revolving Credit Commitments shall be permanently reduced, after all outstanding Term Loans have been paid in full, by 100% of the amount of any mandatory prepayment of Revolving Loans, Swingline Loans and reduction of Letter of Credit Exposure that is required pursuant to Section 2.11(e) or (f), as provided in Sections 2.11(g) and (h) (and, in the event that the amount of any Net Cash Proceeds referred to in Section 2.11(e) or any portion of Excess Cash Flow referred to in Section 2.11(f) which is allocable to the Revolving Commitments ifLoans, after giving effect to any concurrent prepayment the Swingline Loans and Letter of Credit Exposure exceeds the amount of all outstanding Revolving Loans, Swingline Loans and Letter of Credit Exposure, the Revolving Loans in accordance with Section 2.10, Credit Commitments shall be further reduced by 100% of such excess). Any such reduction shall be effective at the sum of time the Revolving Exposures related mandatory prepayment is (or would exceed the aggregate Revolving Commitmentsbe) required to be made. (d) The Borrower shall notify In the Administrative Agent of any election to terminate or reduce event and on each occasion that the Commitments under paragraph (b) or (c) of this Section at least two Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other refinancing, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Credit Commitments shall be permanent. permanently reduced to an amount less than $2,000,000, the Swingline Commitment shall be reduced at the same time by an amount sufficient to cause the Swingline Commitment not to exceed the Revolving Credit Commitments. (e) Each reduction of in the Revolving Credit Commitments shall be made ratably among the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitments. The Borrower shall pay to the Agent for the account of the Revolving Credit Lenders, on the date of each termination or reduction of the Revolving Credit Commitments, the Commitment Fee on the amount of the Revolving Credit Commitments so terminated or reduced accrued to the date of such termination or reduction.

Termination and Reduction of Commitments. (a) Unless previously terminated, all (i) the Tranche A Commitments, Tranche B Commitments and Tranche C Commitments shall terminate at 3:00 p.m., New York City time, on the earlier of (x) July 15, 1998 and (y) the date of the first Borrowing hereunder and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate In the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon event and on each occasion that any Letters Net Proceeds are received by or on behalf of Credit, (ii) the cancellation and return Borrower or any Subsidiary or Holdings in respect of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Creditany Prepayment Event, the furnishing to the Administrative Agent of a cash deposit Revolving Commitments shall be immediately and permanently reduced by an amount (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agentif any) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit as such Net Proceeds minus the portion of such dateamount required to be applied to repay the Term Borrowings in accordance with Section 2.10(b); provided that after giving effect to any such reduction pursuant to this subsection (b), (iii) the payment in full of the accrued and unpaid fees, and (iv) the payment in full of all reimbursable expenses and other Obligations (other Revolving Commitments shall not be less than Unliquidated Obligations) together with accrued and unpaid interest thereon$50,000,000. (c) The Borrower may at any time terminate, or from time to time reduce reduce, the Revolving CommitmentsCommitments 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 $1,000,000, 1,000,000 and not less than $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 in accordance with Section 2.10, the sum of the Revolving Exposures would exceed the aggregate total Revolving Commitments. (d) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least two three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other refinancingfacilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, terminated all Commitments shall terminate on the Maturity Date. (b) The Borrower Borrowers may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower Borrowers may from time to time reduce the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000, 3,000,000 and (ii) the Borrower Borrowers shall not reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Exposures would exceed the aggregate lesser of the total Revolving CommitmentsCommitments and the Borrowing Base. (d) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least two five Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities or other refinancingfacilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, all (i) the Initial Term Commitments shall terminate upon the Borrowing of Term Loans on the Closing Date, (ii) the Supplemental Term Commitments shall terminate on the First Amendment Funding Date or, if earlier, upon the expiration of the Supplemental Term Loan Availability Period and (iii) the Revolving Commitments shall terminate on the Revolving Maturity Date.. NAI-1532775236v11532775236v9 69 Blue Bird Body Company Credit Agreement (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce reduce, the Revolving Commitments; , provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000, 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 2.102.11, the sum of the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments. (dc) The Borrower shall notify provide written notice to the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) or (c) of this Section at least two five (5) U.S. Government Securities Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such written notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; , provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other refinancingIndebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective datedate of termination) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, all the Commitments shall terminate on the Maturity Date. (b) The Upon delivering the notice required by Section 2.09(d), Borrower may at any time terminate the Commitments (without premium or penalty) upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Creditthereon, (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 (Cash Collateralization or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit as Backstop of such dateLetter of Credit), and (iii) the payment in full of the all accrued and unpaid fees, fees and (iv) the payment in full of all reimbursable expenses and other Obligations (other than Unliquidated Obligations) then earned, due, and owing as of such termination together with accrued and unpaid interest thereon. (c) The Upon delivering the notice required by Section 2.09(d), Borrower may from time to time reduce the Revolving CommitmentsCommitments (without premium or penalty); provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an not less than $1,000,000, and in integral multiple multiples of $1,000,0001,000,000 thereafter, and (ii) the Borrower shall not reduce the Revolving Commitments if, after giving AMENDED AND RESTATED ABL CREDIT AGREEMENT effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving aggregate Exposures would exceed the aggregate Revolving Available Commitments; provided, that any reduction of the Commitments must include a corresponding reduction in the maximum LC Exposure, under Section 2.06(b). (d) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section 2.09 at least two three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.09 shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities facilities, other debt or other refinancingequity issuances, an asset sale or an investment, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments pursuant to this Section 2.09 shall be permanent. Each Upon any reduction of the Commitments Commitments, the Commitment of each Lender shall be made ratably among the Lenders in accordance with their respective Commitmentsreduced by such Lender’s Applicable Percentage of such reduction amount.

Termination and Reduction of Commitments. (a) Unless previously terminated, all the Revolving Credit Commitments shall terminate on the Maturity DateDate and any unused portion of the Term Loan Commitments shall terminate at 5:00 p.m. New York City time, on the last day of the Transition Period. (b) The Primary Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce reduce, the Revolving Credit Commitments; provided that (ix) each reduction of the Revolving Credit Commitments shall be in an amount that is an integral multiple of $1,000,0001,000,000 and not less than $10,000,000, and (iixx) the Primary Borrower shall not terminate or reduce the Revolving Credit Commitments if, after giving effect to any concurrent prepayment of the Revolving Credit Loans in accordance with Section 2.102.11, (i) the Revolving Credit Exposure of any Lender would exceed such Lender's Revolving Credit Commitment or (ii) the sum of the total Revolving Credit Exposure and the total Competitive Loan Exposures would exceed the aggregate total Revolving Credit Commitments. (dc) The Primary Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least two three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Primary Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Primary Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other refinancingfacilities, in which case such notice may be revoked by the Primary Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Revolving Credit Commitments shall be made ratably among the Lenders in accordance with their respective CommitmentsApplicable Percentages.

Termination and Reduction of Commitments. (a) Unless previously terminatedterminated pursuant to the terms of this Agreement, all the Revolving Credit Commitments shall terminate on the Revolving Credit Maturity Date (as it may be extended with respect to some or all of the Revolving Credit Commitments pursuant to Section 2.21(a)). Unless previously terminated pursuant to the terms of this Agreement, the Term Loan Commitments shall terminate on the earliest to occur of the following dates: (i) the Term Loan Draw Date; and (ii) 5:00 p.m., New York City time, on the Outside Term Loan Draw Date. (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce reduce, the Revolving Credit Commitments; provided that (i) each reduction of the Revolving Credit Commitments shall be in an amount that is an integral multiple of $1,000,000, 5,000,000 and not less than $20,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Credit Commitments if, after giving effect to any concurrent prepayment of the Revolving Credit Loans in accordance with Section 2.10, the sum of the Total Revolving Exposures Credit Exposure would exceed the aggregate Revolving Credit Facility as a result thereof. The Borrower may at any time terminate, or from time to time reduce, the Term Loan Commitments; provided that each reduction of the Term Loan Commitments shall be in an amount that is an integral multiple of $10,000,000 and not less than $50,000,000. (dc) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least two three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Revolving Credit Lenders and/or the Term Loan Lenders, as applicable, of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other refinancingthe closing of one or more securities offerings, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the applicable Lenders in accordance with their respective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, all other Commitments shall terminate on the Maturity Date. (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000, 1,000,000 and not less than $5,000,000 and (ii) the Borrower shall not reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Exposures Aggregate Credit Exposure would exceed the aggregate Revolving Commitmentslesser of the Aggregate Commitment and the Borrowing Base. (d) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least two three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other refinancingfacilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, all the Revolving Loan Commitments shall terminate on the Maturity Date. (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce reduce, the Revolving Loan Commitments; provided that (i) each reduction of the Revolving Loan Commitments shall be in an amount that is an integral multiple of $1,000,000100,000 and not less than $500,000, and (ii) the Borrower shall not terminate or reduce the Revolving Loan Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.09, Availability would be less than zero and (iii) if any such termination, or series of reductions which occur more or less concurrently resulting in a termination, shall occur prior to the first anniversary of the Effective Date, the sum Borrower shall pay to the Administrative Agent, for the ratable benefit of the Lenders, a fee equal to 1-1/2% of the amount of the Revolving Exposures would exceed Loan Commitments so terminated (except that no fee shall be payable to the aggregate Administrative Agent in its capacity as Lender to the extent Borrower refinances the Revolving CommitmentsLoan Commitments with the Administrative Agent or an Affiliate). (dc) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Loan Commitments under paragraph (b) or (c) of this Section at least two three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Loan Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other refinancingfacilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Loan Commitments shall be permanent. Each reduction of the Revolving Loan Commitments shall be made ratably among the Lenders with Revolving Loan Commitments in accordance with their respective Revolving Loan Commitments. (d) Each such reduction of the Revolving Loan Commitments shall be made ratably among the Lenders with Revolving Loan Commitments in accordance with their respective Revolving Loan Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, all the Commitments shall terminate on the Revolving Loan Maturity DateDate as provided in Section 2.02(e). (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce reduce, the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000, 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 in accordance with Section 2.10, the sum of the Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans would exceed the aggregate Revolving total Commitments. (dc) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least two three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other refinancingfacilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. (i) The Commitments shall automatically be reduced, if at any time, or from time to time, the Borrower issues debt through a Debt Securities Offering; provided that (A) each reduction of the Commitments shall be in an amount that is equal to the net proceeds that are received by the Borrower from the sale of such debt, (B) the aggregate of all reductions required under this Section 2.08(d)(i) shall not exceed $300,000,000, (C) each reduction of the Commitments required hereunder shall be made ratably among the Lenders in accordance with their respective Commitments and shall be permanent, and (D) the Borrower shall provide notice to the Administrative Agent of any reduction of Commitments required under this Section 2.08(d)(i) in accordance with Section 2.08(c) above. (ii) Unless the merger of Quaker State Corporation and a Wholly Owned Subsidiary of the Borrower, occurs on or prior to the Early Termination Date, the Commitments shall automatically terminate in full at 5:00 p.m. (Houston, Texas time) on the Early Termination Date. (iii) Unless both the Quaker State Credit Facility Termination and the Prior Credit Facility Termination shall have occurred on or prior to the Early Termination Date, the Commitments shall automatically terminate in full at 5:00 p.m. (Houston, Texas time) on the Early Termination Date. (e) The Borrower may, at its sole expense and effort, upon notice to any Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement (other than any outstanding Competitive Loans held by it) to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) for all assignees that are not at the time of such assignment a Lender, the Borrower shall have received the prior written consent of the Administrative Agent (and, if a Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be withheld and (ii) such assigning Lender shall have received payment of an amount equal to the outstanding principal of its Loans (other than Competitive Loans) and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts).

Termination and Reduction of Commitments. (a) Unless previously terminated, all (i) the Initial Term Loan Commitments shall automatically terminate upon the making of the Initial Term Loans on the Closing Date and (ii) the Revolving Credit Commitments shall terminate on the Revolving Credit Maturity Date. (b) The Upon delivering the notice required by Section 2.09(d), the Lead Borrower may at any time terminate the Revolving Credit Commitments upon (i) the payment in full in Cash of all outstanding Revolving Loans, together with accrued and unpaid interest thereon and on any Letters of Creditthereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such outstanding Letter of Credit, the furnishing to the Administrative Agent of a cash Cash deposit (or at or, if reasonably satisfactory to the discretion of the Administrative Agent applicable Issuing Bank, a back up backup standby letter of credit satisfactory to the Administrative Agentcredit) equal to 105100% of the aggregate undrawn LC Exposure (minus the amount of all outstanding Letters of Credit then on deposit in the LC Collateral Account) as of such date), (iii) the payment in full in Cash of all Ancillary Outstandings or, alternatively the furnishing to the relevant Ancillary Lender of a Cash deposit equal to 100% of the Ancillary Outstandings as of such date, in each case, together with accrued and unpaid feesinterest, fees and reimbursement expenses in respect thereof and (iv) the payment in full of all accrued and unpaid fees and all reimbursable expenses and other non-contingent Obligations (other than Unliquidated Obligations) with respect to the Revolving Facility then due, together with accrued and unpaid interest (if any) thereon. (c) The Upon delivering the notice required by Section 2.09(d), the Lead Borrower may from time to time reduce the Revolving Credit Commitments; provided that (i) each reduction of the Revolving Credit Commitments shall be in an amount that is an integral multiple of the Dollar Equivalent of $1,000,000, 1,000,000 and not less than the Dollar Equivalent of $1,000,000 and (ii) the Lead Borrower shall not reduce the Revolving Credit Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.10 or Section 2.11, the sum of the Aggregate Revolving Exposures Credit Exposure would exceed the aggregate Total Revolving CommitmentsCredit Commitment. (d) The Lead Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Credit Commitments under paragraph (b) or (c) of this Section 2.09 in writing at least two three Business Days prior to the effective date of such termination or reductionreduction (or such later date to which the Administrative Agent may agree), specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Lead Borrower pursuant to this Section 2.09 shall be irrevocable; provided that a notice of termination of the Revolving Credit Commitments delivered by the Lead Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other refinancingtransactions, in which case such notice may be revoked by the Lead Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Credit Commitments pursuant to this Section 2.09 shall be permanent. Each Upon any reduction of the Commitments Revolving Credit Commitments, the Revolving Credit Commitment of each Revolving Lender shall be made ratably among the Lenders in accordance with their respective Commitmentsreduced by such Revolving Lender’s Applicable Percentage of such reduction amount.

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 Effective Date and (ii) all the Revolving Commitments shall terminate on the Revolving Credit Maturity Date. (b) The Borrower may at any time terminate the Revolving Commitments upon (i) the payment in full of all outstanding LoansRevolving Loans and LC Disbursements, together with accrued and unpaid interest thereon and on any Letters of Creditthereon, (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 backup standby letter of credit reasonably satisfactory to the Administrative Agent) equal to 105100% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000, 1,000,000 and not less than $5,000,000 and (ii) the Borrower shall not reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the Aggregate Revolving Exposures Exposure would exceed the aggregate Revolving Commitments. (d) 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 two three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other refinancingfunding 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) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, all the Commitments shall terminate on the Maturity Date. (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 Secured Obligations (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may at any time and from time to time reduce the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000, 100,000 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 2.102.11, the sum Dollar Amount of the Revolving Exposures Exposure would exceed the aggregate Revolving CommitmentsAggregate Commitment. (d) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least two three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other refinancingfacilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, all the Commitments shall terminate on the Maturity Date. (b) The Borrower Company may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce reduce, the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000, 1,000,000 and not less than $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 in accordance with Section 2.10, the sum of the Revolving Exposures Total Credit Exposure would exceed the aggregate Revolving total Commitments.. CREDIT AGREEMENT (dc) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section 2.08 at least two three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities or other refinancingfacilities, 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) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. (d) If, on any date when the total Commitments exceeds $1,000,000,000, the Company or any Subsidiary shall receive Net Cash Proceeds from any Asset Sale or Recovery Event, then the total Commitments shall be reduced automatically (without any further action) by an amount equal to 100% of such Net Cash Proceeds; provided that (i) no such reduction shall be required under this Section 2.08(d) with respect to (A) any Asset Sale of Surplus Inventory of the Company or any Subsidiary for fair market value, the Net Cash Proceeds of which from all such Asset Sales since the Effective Date does not exceed $25,000,000 in the aggregate, or (B) any Asset Sale of Oil and Gas Properties or the Equity Interests in Subsidiaries owning Oil and Gas Properties, the Net Cash Proceeds of which from all such Asset Sales since the Effective Date does not exceed $75,000,000 in the aggregate; and (ii) if, after giving effect to any such reduction, the total Commitments would be less than $1,000,000,000, then the total Commitments shall instead be reduced pursuant to this Section 2.08(d) by an amount necessary (up to the amount of such Net Cash Proceeds) so that after giving effect to such reduction, the total Commitments equal $1,000,000,000. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminatedterminated in accordance with the terms hereof, all Commitments shall terminate on the Maturity Date. (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding LoansTerm Commitments shall automatically terminate at 5:00 p.m., together with accrued New York City time, on the Closing Date and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation Revolving Commitments, the Swingline Commitment and return the L/C Commitment shall automatically terminate on the Revolving Maturity Date with respect to such Revolving Commitments (provided that, notwithstanding anything else herein to the contrary, the Revolving Maturity Date applicable to the L/C Commitment and the Swingline Commitment shall be the date specified in clause (ii) of all the definition of “Revolving Maturity Date” unless, subject to Section 2.23(d)(iv), such date is extended with the prior written consent of, in the case of the L/C Commitment, the Issuing Banks or, in the case of the Swingline Commitment, the Swingline Lender). If any Letter of Credit remains outstanding Letters on the Revolving Maturity Date with respect to the Revolving Commitments applicable to such Letter of Credit (or alternativelyand, with respect at the time thereof, after giving effect to each the repayment of the applicable Revolving Loans at such Letter of Credittime, the furnishing to Revolving Exposure of the applicable Revolving Lenders exceeds the available Revolving Commitments of such Revolving Lenders), the Borrower shall deposit with the Administrative Agent of a an amount in cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105103% of the aggregate undrawn amount of all outstanding Letters such Letter of Credit as to secure the full obligations with respect to any drawings that may occur thereunder, which amount shall be promptly returned to the Borrower upon each such Letter 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereonCredit being terminated or cancelled. (cb) 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 reduce in part permanently reduce, in each case without premium or penalty, the Revolving CommitmentsCommitments or the Swingline Commitment; provided provided, however, that (i) each partial reduction of the Revolving Commitments or the Swingline Commitment shall be in an amount that is an integral multiple of $1,000,000, 1,000,000 and in a minimum amount of $5,000,000 and (ii) the Borrower Total Revolving Commitment shall not reduce be reduced to an amount that is less than the Aggregate Revolving Commitments ifExposure then in effect; provided, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10further, the sum of the Revolving Exposures would exceed the aggregate Revolving Commitments. (d) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least two Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice termination is conditioned upon the effectiveness of other credit facilities or any other refinancingevent, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective termination date) if such condition is not satisfied. Any termination . (c) Each reduction in the Revolving Commitments or reduction the Swingline Commitment hereunder shall be made, at the Borrower’s option, to either (i) on a pro rata basis all Classes of Revolving Commitments outstanding on such date or (ii) the Classes of Revolving Commitments outstanding on such date in the order of the Commitments shall be permanent. Each reduction of the Commitments shall be made maturity date thereof, in each case, ratably among the applicable Lenders in accordance with their respective CommitmentsPro Rata Percentages. 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 termination or reduction. (d) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than ten Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.26(e) shall apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting Lender.

Termination and Reduction of Commitments. (a) Unless previously terminated, all (i) the 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. (b) The Borrower Company may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce permanently reduce, the Revolving CommitmentsCommitments 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 $1,000,000, 1,000,000 and not less than $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 in accordance with Section 2.10, the sum of the Aggregate Revolving Exposures Exposure would exceed the aggregate Aggregate Revolving CommitmentsCommitment. (dc) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least two Business Days prior to not later than 12:00 noon, Local Time, on the effective date of such termination or reduction, specifying such election and the effective date thereof; provided that, at any time when there are Eurocurrency Revolving Borrowings outstanding, in the case of any reduction of the Revolving Commitments to be made within the last two Business Days of any Interest Period, such notice shall be required to be delivered not later than 12:00 noon, Local Time, two Business Days before the date of such reduction; and provided further that if a Borrower delivers an Interest Election Request in respect of the conversion or continuation of any Borrowing, such reduction shall not become effective until the Interest Period applicable to such Borrowing at the time such Interest Election Request is delivered has expired. 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 shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered by the Borrower under paragraph (b) of this Section may state that such notice is conditioned upon the effectiveness occurrence of other credit facilities one or other refinancingmore 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) 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 CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, all (i) the Tranche B Term 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. (b) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loansterminate, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit 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 (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce reduce, the Revolving Commitments; 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 $1,000,000, 500,000 and not less than $2,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments ifto the extent that, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.11, the sum aggregate Revolving Exposures (excluding, in the case of any termination of the Revolving Commitments, 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 Revolving Lenders from their participation obligations with respect to such Letters of Credit) would exceed the aggregate Revolving Commitments. (dc) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least two three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; , provided that a notice of termination of the 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 refinancingIndebtedness, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective CommitmentsCommitments of such Class.