Common use of Termination and Reduction of Commitments Clause in Contracts

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on the Effective Date. (b) The Borrower may at any time, without premium or penalty, terminate, or 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 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 in accordance with Section 2.11, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof), the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent. Each reduction of the 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 Revolving 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. The Term Loan Commitments shall terminate upon the making of the Term Loans on the Effective Date. (b) The Borrower may at any time, without premium or penalty, time terminate, or 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 not less than $20,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.112. 10, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)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, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, 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, the Revolving Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on the Effective Date. (b) The Borrower Borrowers may at any time, without premium or penalty, time terminate, or from time to time reduce, the Revolving Facility Commitments; provided provided, that (i) each reduction of the Revolving Facility Commitments shall be in an amount that is an integral multiple of $1,000,000 250,000 and not less than $20,000,000 1,000,000 (or, if less, the remaining amount of the Revolving Facility Commitments) and (ii) the Borrower Borrowers shall not terminate or reduce the Revolving Facility Commitments if, after giving effect to any concurrent prepayment of the Revolving Facility Loans in accordance with Section 2.11, any Lender’s the Revolving Facility Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total Revolving Facility Commitments. The Term Loans may continue . (b) If at any time, and from time to remain outstanding after any termination of time, the Existing Midcap Facility Commitments are increased to an amount greater than the Specified Existing Midcap Facility Committed Amount, the Revolving CommitmentsFacility Commitments shall be automatically reduced by on a dollar-for-dollar basis by the amount by which the actual Existing Midcap Facility Commitments exceed the Specified Existing Midcap Facility Committed Amount. (c) The Primary Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments under paragraph (ba) of this Section 2.08 at least 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 (but in no event later than the effective date thereof)notice, the Administrative Agent shall advise the Revolving applicable Lenders of the contents thereof. Each notice delivered by the Primary Borrower pursuant to this Section 2.08 shall be irrevocable; provided provided, that a notice of termination or reduction of the Revolving Facility Commitments delivered by the Primary Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Primary Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, 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 Revolving Lenders in accordance with their respective Revolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Maturity Date. The Initial Term Loan Commitments shall terminate upon the making of the Initial Term Loans on the Effective Date, (ii) the 2020 Incremental Term Commitments shall terminate upon the earlier to occur of (x) the making of the 2020 Incremental Term Loans and (y) 5:00 p.m. New York City time on March 25, 2020 and (iii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time, without premium or penalty, time terminate, or from time to time 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 $20,000,000 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 2.11, any Lender’s the aggregate Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the aggregate Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section by 2:00 p.m. New York City time at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)such notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Borrower . (d) Any termination or reduction pursuant to this Section 2.08 shall be irrevocableapply proportionately and permanently to reduce the Commitments of each of the Lenders within such Class; provided that a notice of termination of the Revolving Commitments delivered by (1) the Borrower may state that such notice is conditioned upon allocate any termination or reduction of Commitments among Classes of Commitments at its direction (including, for the effectiveness avoidance of other credit facilitiesdoubt, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, on or prior Commitments with respect to the specified effective date) if such condition is not satisfied. Any 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 Existing Revolving Commitment Class) and (2) in connection with the establishment on any date of any Extended Revolving Commitments pursuant to Section 2.24, the Existing Revolving Commitments of any one or more Lenders providing any such Extended Revolving Commitments on such date shall be permanent. Each reduced in an amount equal to the amount of Specified Existing Revolving Commitments so extended on such date (or, if agreed by the Borrower and the Lenders providing such Extended Revolving Commitments, by any greater amount so long as (a) a proportionate reduction of the Specified Existing Revolving Commitments shall has been offered to each Lender to whom the applicable Revolving Credit Extension Request has been made (which may be made ratably among conditioned upon such Lender becoming an Extending Lender), and (b) the Borrower prepay the Existing Revolving Loans of such Class owed to such Lenders providing such Extended Revolving Commitments to the extent necessary to ensure that, after giving pro forma effect to such repayment or reduction, the Existing Revolving Loans of such Class are held by the Lenders of such Class on a pro rata basis in accordance with their respective Existing Revolving Commitments of such Class after giving pro forma effect to such reduction) (provided that (x) after giving pro forma effect to any such reduction and to the repayment of any Loans made on such date, the aggregate amount of the revolving credit exposure of any such Lender does not exceed the Existing Revolving Commitment thereof (such revolving credit exposure and Revolving Credit Commitment being determined in each case, for the avoidance of doubt, exclusive of such Lender’s Extended Revolving Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause shall be made in compliance with the requirements of Section 2.18 with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving pro forma effect to any conversion or exchange pursuant to Section 2.24 of Existing Revolving Commitments and Existing Revolving Loans into Extended Revolving Commitments and Extended Revolving Loans respectively, and prior to any reduction being made to the Commitment of any other Lender). (e) With respect to each mandatory reduction and termination of Revolving Commitments or Replacement Revolving Credit Commitments (and any previously extended Extended Revolving Commitments) required in connection with the incurrence of any Incremental Refinancing Facility or the incurrence of any Credit Agreement Refinancing Indebtedness incurred to Refinance any Revolving Commitments, Replacement Revolving Commitments and/or Other Revolving Commitments, the Borrower may designate (A) the Classes of Commitments to be reduced and terminated and (B) the corresponding Classes of Loans to be prepaid; provided that (x) any such reduction and termination shall apply proportionately and permanently to reduce the Commitments of each of the Lenders within any such Class and (y) after giving pro forma effect to such termination or reduction and to any prepayments of Loans or cancellation or cash collateralization of Letters of Credit made on the date of each such reduction and termination in accordance with this Agreement, the aggregate amount of such Lenders’ credit exposures shall not exceed the remaining Commitments of such Lenders’ in respect of the Class reduced and terminated. In connection with any such termination or reduction, to the extent necessary, the participations hereunder in outstanding Letters of Credit and Swingline Loans may be required to be reallocated and related loans outstanding prepaid and then reborrowed.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Maturity Date. The Term Loan Commitments shall terminate upon the making last day of the Term Loans on the Effective DateAvailability Period. (b) The Borrower Borrowers may at any time, without premium or penalty, time terminate, or from time to time reduce, the Revolving Commitments; , provided that (i) the Borrowers shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment or repayment of the Revolving Loans and the Swingline Loans in accordance with Section 2.7, the sum of the Revolving Exposures of all Revolving Lenders would exceed the aggregate Revolving Commitments, (ii) each such reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $20,000,000 5,000,000, and (iiiii) the Borrower shall not terminate or reduce any reduction of the Revolving Commitments ifto an amount below the L/C Sublimit or the Swingline Sublimit shall automatically reduce the L/C Sublimit or the Swingline Sublimit, after giving effect to as applicable, on a Dollar for Dollar basis. If at any concurrent prepayment time, as a result of such a partial reduction or termination as provided in Section 2.5(a), the Revolving Loans in accordance with Section 2.11, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures all Lenders would exceed the total aggregate Revolving Commitments. The Term Loans may continue to remain outstanding after any , then the Borrowers shall on the date of such reduction or termination of the Revolving Commitments, repay or prepay Revolving Borrowings or Swingline Loans (or a combination thereof) and/or Cash Collateralize Letters of Credit in an aggregate amount equal to such excess. (c) The Lead Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)such notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Lead Borrower pursuant to this Section shall be irrevocable; , provided that a notice of termination or reduction of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or other events or transactions, in which case such notice may be revoked by the Lead Borrower (by written notice to the Administrative Agent, which notice may be provided by e-mail, Agent on or prior to the specified effective date) if such condition is not satisfied, subject to the Borrowers’ obligation to indemnify the Lenders pursuant to Section 3.5. Any termination or reduction Each reduction, and any termination, of the Revolving Commitments shall be permanent. Each permanent and 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 terminatedterminated in accordance with the terms of this Agreement, the Revolving Credit Commitments shall terminate at 5:00 p.m., New York City time, on the applicable Revolving Facility Maturity Date. The , the Initial Term B Loan Commitments shall terminate upon the making funding of the Initial Term B Loans on and any other Term Loan Commitments shall terminate as provided in the Effective Dateapplicable Incremental Amendment or Refinancing Amendment. (b) The Borrower may at any time, without premium or penalty, terminate, time terminate or from time to time reduce, reduce the Revolving Credit Commitments; provided that (i) each partial reduction of the Revolving Credit Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $20,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Credit Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.112.08, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures Loans of all Lenders would exceed the total aggregate Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving Credit Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Credit Commitments under paragraph clause (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)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 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 facilitiesfacilities or consummation of any other transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, 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. Each reduction of the Revolving Credit Commitments of any Class shall be made ratably among the Revolving Lenders in accordance with their respective Revolving CommitmentsCredit Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments The Tranche A Commitment shall automatically terminate at 5:00 p.m., New York City time, on the Initial Funding Date. The Tranche B Commitment shall automatically terminate at 5:00 p.m., New York City time, on the Tranche B Commitment Termination Date. The Revolving Commitments, the Swingline Commitment and the LC Commitment shall automatically terminate on the Revolving Maturity Date. The Term Loan Notwithstanding the foregoing, all the Commitments shall automatically terminate upon at 5:00 p.m., New York City time, on June 30, 2004, if the making of the Term Loans on the Effective Dateinitial Credit Extension shall not have occurred by such time. (b) The At its option, Borrower may at any time, without premium or penalty, time terminate, or from time to time 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 1.0 million and not less than $20,000,000 3.0 million and (ii) the Borrower Revolving Commitments shall not terminate be terminated or reduce the Revolving Commitments reduced if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.112.10, any Lender’s the aggregate amount of Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination aggregate amount of the Revolving Commitments. (c) The Borrower shall notify the Administrative Agent in writing of any election to terminate or reduce the Revolving Commitments under paragraph (bSection 2.07(b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)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, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Revolving Lenders in accordance with their respective Revolving CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Maturity Date. The Term Loan Commitments Date and (ii) the Swing Line Commitment shall terminate upon the making of the Term Loans on the Effective sixth Business Day prior to the Revolving Maturity Date. (b) The Borrower may at any time, without premium or penalty, time terminate, or 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 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 in accordance with Section 2.112.08, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination Commitments and (ii) each such reduction shall be in an amount that is an integral multiple of the Revolving Commitments$500,000 and not less than $1,000,000. (c) The Borrower may at any time terminate, or from time to time reduce, the Swing Line Commitment, provided that the Borrower shall not terminate or reduce the Swing Line Commitment if, after giving effect to any concurrent prepayment of the Swing Line Loans in accordance with Section 2.05(d), the aggregate outstanding principal amount of all Swing Line Loans would exceed the Swing Line Commitment. (d) Each reduction of the Revolving Commitments hereunder shall be made ratably among the applicable Lenders in accordance with their respective Revolving Commitments. The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (bSection 2.06(b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.06 shall be irrevocable; , provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments hereunder shall be permanent. Each reduction of the Commitments shall be made ratably among the Revolving Lenders in accordance with their respective Revolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminatedThe Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate as provided in the related Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans on the Closing Date. The Revolving Credit Commitments and the Swingline Commitment shall automatically terminate on the Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Revolving Credit Commitments and (ii) the date 5 days prior to the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on October 9, 2012, if the Revolving Maturity Date. The Term Loan Commitments initial Credit Event shall terminate upon the making of the Term Loans on the Effective Datenot have occurred by such time. (b) The Upon at least three Business Days’ prior irrevocable written or fax notice to the Administrative Agent, the Borrower may at any time, without premium or penalty, time in whole permanently terminate, or from time to time in part permanently reduce, unutilized portions of the Revolving CommitmentsCredit Commitments or the Swingline Commitment; provided that (i) each partial reduction of the Revolving Credit Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than in a minimum amount of $20,000,000 and 5,000,000, (ii) each partial reduction of the Borrower Swingline Commitment shall be in an integral multiple of $250,000 and in a minimum amount of $1,000,000, (iii) the Total Revolving Credit Commitment shall not terminate or reduce be reduced to an amount that is less than the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, any Lender’s Aggregate Revolving Credit Exposure would exceed its Revolving Commitment or at the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after time and (iv) any termination of the Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least 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 reduction notice (but in no event later than the effective date thereof), the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination . (c) Each reduction in the Term Loan Commitments or reduction of the Revolving Credit Commitments shall be permanent. Each reduction of the Commitments hereunder shall be made ratably among the Revolving Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Revolving CommitmentsCredit Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction. (d) The Tranche B Commitments shall automatically terminate upon the funding of the Tranche B Term Loans to be made on the Amendment No. 1 Effective Date. (e) The Tranche B-2 Commitments shall automatically terminate upon the funding of the Tranche B-2 Term Loans to be made on the Amendment No. 2 Effective Date.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on the Effective Date. (b) The Parent Borrower may at any time, without premium or penalty, time terminate, or from time to time reduce, the Revolving CommitmentsCommitments under any Revolving Facility; provided that (i) each reduction of the Revolving Commitments under any Revolving Facility shall be in an amount that is an integral multiple of $1,000,000 100,000, in the case of USD Revolving Commitments or the Dollar Equivalent of €100,000, in the case of Euro Revolving Commitments, as applicable, and not less than $20,000,000 1,000,000, in the case of USD Revolving Commitments or the Dollar Equivalent of €1,000,000, in the case of Euro Revolving Commitments, as applicable, and (ii) the Parent Borrower shall not terminate or reduce the Revolving Commitments under a Revolving Facility if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.112.13, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total USD Revolving Commitments. The Term Commitments or the Euro Revolving Loans may continue to remain outstanding after any termination of would exceeds the Euro Revolving Commitments. (c) The Parent Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)written notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Parent Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Parent Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Parent Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, 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, the Revolving Facility Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Facility Maturity Date. The parties hereto acknowledge that the Term Loan Commitments shall will terminate upon the making of the Term Loans at 5 p.m., Local Time, on the Effective Closing Date. (b) The Borrower may at any time, without premium or penalty, time terminate, or from time to time reduce, the Revolving CommitmentsCommitments under either Facility; provided that (i) each reduction of the Revolving Commitments under either Facility shall be in an amount that is an integral multiple of $1,000,000 1.0 million and not less than $20,000,000 5.0 million (or, if less, the remaining amount of the Revolving Facility Commitments) and (ii) the Borrower shall not terminate or reduce the Revolving Facility Commitments if, after giving effect to any concurrent prepayment of the Revolving Facility Loans in accordance with Section 2.11, any Lender’s the Revolving Facility Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving Facility Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)notice, the Administrative Agent shall advise the Revolving 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, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, 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 under either Facility shall be made ratably among the Revolving Lenders in accordance with their respective Revolving CommitmentsCommitments under such Facility.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments The Term Commitment of each Lender shall terminate at 5:00 p.m., New York City time, on the Revolving Maturity Date. The Term Loan Commitments shall terminate upon the making close of the Term Loans business on the Effective Date. (b) Unless previously terminated, each Lender’s Revolving Commitment shall terminate on the Maturity Date applicable to such Lender’s Revolving Loans. (c) The Borrower may at any time, without premium or penalty, time terminate, or 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 not less than $20,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, any Lender’s the total Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving Commitments. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (bc) of this Section at least three Business Days prior to not later than 11:00 a.m., New York City time on the proposed effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)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 facilitiesfacilities or financings, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or Each reduction of the Revolving Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Revolving respective Lenders thereof in accordance with their respective Revolving CommitmentsCommitment. (e) Any termination of the Commitments pursuant to this Section 2.09 or ARTICLE VII shall be permanent.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Revolving Maturity Date. The Term Loan Commitments shall automatically terminate upon the making of the Term Loans at 5:00 p.m., Houston time, on the Effective Date. (b) The Borrower may at any time, without premium or penalty, time terminate, or 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 not less than $20,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.112.10, any Lender’s the Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures 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. The Term Loans may continue to remain outstanding 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 any the termination of the Revolving CommitmentsCommitments shall be for the account of the applicable Issuing Banks. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)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, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, 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 Revolving Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Maturity Date. The Tranche B Term Loan Commitments shall terminate upon the making of the Term Loans 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 timetime terminate the Revolving Commitments upon (i) the payment in full of all outstanding Revolving Loans, without premium together with accrued and unpaid interest thereon and on any Letters of Credit and (ii) the cancellation and return of all outstanding Letters of Credit (or penaltyalternatively, terminatewith respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to the LC Exposure as of such date). (c) The Borrower may from time to time reduce, reduce the 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 $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 in accordance with Section 2.11, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving Commitments5,000,000. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) or (c) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)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, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, 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 Revolving Lenders in accordance with their respective Revolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Term Loan Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) all the Revolving Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on the Effective Revolving Credit Maturity Date. (b) The Borrower may at any time, without premium or penalty, terminate, or time terminate the Revolving Commitments upon the Payment in Full of the Secured Obligations. (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 $1,000,000 250,000 and not less than $20,000,000 250,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, any Lender’s the Aggregate Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the aggregate Revolving Commitments. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) or (c) of this Section at least 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 (but in no event later than the effective date thereof)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, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, 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, the Revolving Commitments and the commitment of the Swingline Lender to make Swingline Loans shall terminate at 5:00 p.m., New York City time, on the Revolving Maturity Date. The Term Loan Commitments (other than any Incremental Term Loan Commitments) shall automatically terminate upon simultaneously with the making of the Term Loans on the Effective Date. The Incremental Term Loan Commitments shall automatically terminate simultaneously with the making of the Incremental Term Loans on the applicable Increase Date. (b) The Borrower may at any time, without premium or penalty, time terminate, or 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 not less than $20,000,000 and 10,000,000, (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue , and (iii) if, after giving effect to remain outstanding after any termination reduction of the Revolving Commitments, the Swingline Sublimit exceeds the total Revolving Commitments, then the Swingline Sublimit shall be automatically reduced by the amount of such excess. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (bSection 2.9(b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.9 shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or consummation of other financing arrangements, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, 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 applied to the Revolving applicable Lenders in accordance with their respective Revolving CommitmentsApplicable Percentages.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Tranche G Commitments shall terminate at 5:00 p.m., New York City time, on the Restatement Effective Date and (ii) the Revolving Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on the Effective Revolving Maturity Date. (b) The Borrower may at any time, without premium or penalty, terminate, or 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 not less than $20,000,000 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 2.11, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Notional Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)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, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, 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, the DDTL Commitments shall terminate on the DDTL Commitment Termination Date. Unless previously terminated, the Revolving Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on the Effective Date. (b) The Borrower may at any time, without premium or penalty, time terminate, or from time to time reduce, the Revolving Commitments and unfunded DDTL Commitments; provided that (i) each reduction of the Revolving Commitments or DDTL Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $20,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.112.08, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures Aggregate Total Exposure would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments or DDTL Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)notice, the Administrative Agent shall advise the Revolving Lenders or the DDTL 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 Revolving Commitments or DDTL Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or another transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments or DDTL Commitments shall be permanent. Each reduction of the Revolving Commitments shall be made ratably among applied to the Revolving Lenders in accordance with their respective Applicable Percentages. Each reduction of the DDTL Commitments (other than any such reduction resulting from the termination of the DDTL Commitment of any Lender as provided in Section 2.16) shall be made ratably among the DDTL Lenders holding DDTL Commitments. (d) If, after giving effect to any reduction of the Revolving Commitments, the Letter of Credit Sublimit exceeds the amount of the Revolving Commitments, such Letter of Credit Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Facility Commitments (including, for the avoidance of doubt, with respect to any Swingline Lender, its Swingline Commitments) shall terminate at 5:00 p.m., New York City time, on the Revolving Facility Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on the Effective Date. (b) The Borrower may at any time, without premium or penalty, time terminate, or from time to time reduce, the Revolving CommitmentsCommitments under either Facility; provided that (i) each reduction of the Revolving Commitments under either Facility shall be in an amount that is an integral multiple of $1,000,000 1.0 million and not less than $20,000,000 5.0 million (or, if less, the remaining amount of the Revolving Facility Commitments) and (ii) the Borrower shall not terminate or reduce the Revolving Facility Commitments if, after giving effect to any concurrent prepayment of the Revolving Facility Loans in accordance with Section 2.11, any Lender’s the Revolving Facility Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving Facility Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)notice, the Administrative Agent shall advise the Revolving 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, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, 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 under either Facility shall be made ratably among the Revolving Lenders in accordance with their respective Revolving CommitmentsCommitments under such Facility.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate at 5:00 immediately upon the first to occur of the following: (i) the consummation of the Acquisition, (ii) the abandonment or termination of the definitive documentation for the Acquisition, including the Transaction Agreement and (iii) 11:59 p.m., New York City time, on December 31, 2012 (such date, the Revolving Maturity “Commitment Termination Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on the Effective Date”). (b) The Borrower may at any time, without premium or penalty, time terminate, or 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 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 in accordance with Section 2.11, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving Commitments5,000,000. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)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, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, Agent on or prior to the specified effective date) if such condition is not satisfied. (d) Upon receipt by the Borrower or any Subsidiary, on or after the Effective Date but on or prior to the Closing Date, of Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale, the Commitments shall be automatically reduced in an amount equal to 100% of such Net Cash Proceeds. The Borrower shall promptly notify the Administrative Agent of the receipt of any such Net Cash Proceeds and the Administrative Agent will promptly notify each Lender of its receipt of each such notice. (e) Any termination or reduction of the Revolving Commitments pursuant to this Section 2.09 shall be permanent. Each reduction of the Commitments pursuant to this Section 2.09 shall be made ratably among the Revolving Lenders in accordance with their respective Revolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on the Effective Date. (b) The Borrower may at any time, without premium or penalty, time terminate, or 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 not less than $20,000,000 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 in accordance with Section 2.112.09, any Lender’s Revolving the Credit Exposure would exceed its Revolving Commitment or the sum total 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 Revolving Credit Exposures would exceed LC Exposure or one or more back-up letters of credit for the total Revolving Commitmentsbenefit of the Issuing Bank in form and substance and issued by issuer(s) satisfactory to the Issuing Bank in its sole discretion. The Term Loans may continue to remain outstanding Upon the provision of such cash collateral or back-up letters of credit and the payment in full of all Obligations, then the Lenders shall be released from their obligations under Section 2.04(d), and all letter of credit fees accruing after any the termination of the Revolving CommitmentsCommitments shall be for the account of the Issuing Bank. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)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, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, 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 Revolving Lenders in accordance with their respective Revolving Commitments.

Termination and Reduction of Commitments. (a) Unless Subject to Section 2.12, unless previously terminated, the Revolving Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Maturity Date. The Term Loan Commitments shall terminate upon the making last day of the Term Loans on the Effective DateAvailability Period. (b) The Borrower may at any time, without premium or penalty, time terminate, or from time to time reduce, the Revolving Commitments; , provided that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Revolving Loans and the Swingline Loans in accordance with Section 2.7, the sum of the Revolving Exposures of all Lenders would exceed the aggregate Commitments, (ii) each such reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 the applicable Borrowing Multiple and not less than $20,000,000 the applicable Borrowing Minimum, and (iiiii) any reduction of the Commitments to an amount below the L/C Sublimit or the Swingline Sublimit shall automatically reduce the L/C Sublimit or the Swingline Sublimit, as applicable, on a Dollar for Dollar basis. If at any time, as a result of such a partial reduction or termination as provided in Section 2.5(a), the Revolving Exposure of all Lenders would exceed the aggregate Commitments, then the Borrower shall not terminate on the date of such reduction or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving Commitments, repay or prepay Borrowings or Swingline Loans (or a combination thereof) and/or Cash Collateralize Letters of Credit in an aggregate amount equal to such excess. (c) In addition to any termination or reduction of the Commitments under paragraphs (a) and (b) of this Section, the Commitments shall be reduced as required under Section 2.7(b). (d) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)such notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; , provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent, which notice may be provided by e-mail, Agent on or prior to the specified effective date) if such condition is not satisfiedsatisfied subject to the Borrower’s obligation to indemnify the Lenders pursuant to Section 3.5. Any termination or reduction Each reduction, and any termination, of the Revolving Commitments shall be permanent. Each permanent and each reduction of the 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, the Revolving Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on the Effective Commitment Termination Date. (bi) The Borrower may at any time, without premium or penalty, time terminate, or 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 not less than $20,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.112.08, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the total Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving Commitments. (cj) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)notice, the Administrative Agent shall advise the Revolving 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 Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, 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 Revolving Lenders Lenders. (k) The Borrower may, by delivery of a notice to the Administrative Agent (which shall promptly deliver a copy to each Lender) elect to extend the Maturity Date to January 30, 2019; provided that any such extension of the Maturity Date shall be subject to the satisfaction, on and as of the Commitment Termination Date, of the conditions that (i) the representations and warranties of the Borrower set forth in accordance Article III, other than those representations and warranties set forth in Sections 3.06 and 3.07, shall be true and correct in all material respects as of the Commitment Termination Date (or, to the extent any representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), but with their respective Revolving Commitmentsthe references in Section 3.05 to January 2, 2016, and October 1, 2016, being deemed instead to refer to the dates of the annual and quarterly reports of the Borrower on Forms 10-K and 10-Q then most recently filed with the Securities and Exchange Commission, (ii) no Default or Event of Default shall have occurred and be continuing, (iii) the Borrower shall have delivered to the Administrative Agent on or prior to the Commitment Termination Date (A) a certified copy of resolutions of the Borrower’s board of directors authorizing the extension of the Maturity Date and the continued performance by the Borrower of its obligations hereunder through the extended Maturity Date and (B) a certificate confirming the satisfaction of the conditions in the preceding clauses (i) and (ii), dated the Commitment Termination Date and executed by a Financial Officer of the Borrower and (iv) the Administrative Agent shall have received the Term Out Fees for the account of each Lender pursuant to Section 2.09(b).

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on the Effective Date. (b) The Borrower may at any time, without premium or penalty, time terminate, or from time to time reduce, the Revolving Liquidity Commitments and/or the Energy Hedging 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 $20,000,000 and 10,000,000, (ii) the Borrower shall not terminate or reduce the Revolving Liquidity Commitments if, after giving effect to any concurrent prepayment of the Revolving Liquidity Loans in accordance with Section 2.112.12, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Liquidity Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue Liquidity Aggregate Commitment and (iii) the Borrower shall not terminate or reduce the Energy Hedging Commitments if, after giving effect to remain outstanding after any termination concurrent prepayment of the Energy Hedging Loans in accordance with Section 2.12, the sum of the Energy Hedging Revolving CommitmentsCredit Exposures would exceed the Energy Hedging Aggregate Commitment. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three (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 (but in no event later than the effective date thereof)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, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, 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 Revolving Lenders in accordance with their respective Revolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminatedThe Revolving Commitments, the Revolving Commitments Swingline Commitment, and the LC Commitment shall automatically terminate at 5:00 p.m., New York City time, on the Revolving Final Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on the Effective Date. (b) The Administrative Borrower may at any time, without premium or penalty, time terminate, or from time to time permanently reduce, the Revolving CommitmentsCommitments of any Class; provided 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 1.0 million and not less than $20,000,000 5.0 million and (ii) the Borrower Commitments shall not terminate be terminated or reduce the Revolving Commitments reduced if, after giving effect to any concurrent prepayment of the Revolving Swingline Exposures would exceed the Swingline Commitment Loans in accordance with Section 2.112.10, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total aggregate amount of Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of Commitments or the Revolving CommitmentsLC Exposures would exceed the LC Commitment, the Swingline Exposures would exceed the Swingline Commitment or the LC Exposures would exceed the LC Commitment. (c) The Administrative Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section 2.07 at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Administrative Borrower pursuant to this Section 2.07 shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Revolving Lenders in accordance with their respective Revolving CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, the The Revolving Commitments shall terminate at 5:00 p.m., New York City time, immediately and without further action on the Revolving Maturity Commitment Termination Date. The Term Loan Commitments shall terminate immediately and without further action upon the making initial funding of the Term Loans on the Effective DateLoans. (b) The Borrower may at any time, without premium or penalty, time terminate, or 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 $1,000,000 500,000 and not less than $20,000,000 1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment payment of the Revolving Loans in accordance with Section 2.112.08 (or, any Lender’s if no such Borrowings are outstanding, the deposit of Cash Collateral in an account with the Collateral Agent pursuant to Section 2.20), the aggregate Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the aggregate Revolving Commitments. (c) The Borrower shall notify the Administrative Agent by written notice of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least hereunder not later than 11:00 a.m., New York City time, three Business Days prior to before the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof), the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each such notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other another credit facilitiesfacility or the closing of a securities offering or acquisition or sale, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, Agent on or prior to the specified effective prepayment date) if such condition is not satisfied. Each such notice shall specify the effective date of such termination or reduction. Promptly following receipt of any such notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Any termination or reduction of the Revolving Commitments 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, the Revolving Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on the Effective Date. (b) The Borrower may at any time, without premium or penalty, time terminate, or 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 not less than $20,000,000 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 2.112.09, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)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, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, 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 Revolving Lenders in accordance with their respective Revolving Commitments. (d) The Borrower may request up to three (3) one-year extensions of the Maturity Date by requesting such extension in writing and delivering such request to the Administrative Agent and the Lenders not sooner than 120 days nor later than 60 days before each yearly anniversary of the date of this Agreement, commencing with the first such anniversary date occurring in the year 2001. To be effective, all of the Lenders must consent to such extension by not later than 30 days after receipt of such extension request, which consent may be withheld in each Lender's sole discretion. If any Lender has not responded to such request in writing within 30 days after receipt of the written request of the Borrower, such failure shall be deemed a denial of said request.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Additional Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Restatement Effective Date and (ii) the Revolving Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on the Effective Revolving Maturity Date. (b) The Borrower may at any time, without premium or penalty, time terminate, or 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 $20,000,000 2,500,000 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 2.11, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving Commitments. (c) In the event that, on the date on which any prepayment would be required pursuant to Section 2.11(c) or 2.11(d), no Term Borrowings remain outstanding or the amount of the prepayment required by Section 2.11(c) or 2.11(d), as the case may be, exceeds the aggregate principal amount of Term Borrowings then outstanding, the Revolving Commitments shall be reduced by an amount equal to the excess of the required prepayment over the principal amount, if any, of Term Borrowings actually prepaid. (d) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)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, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, 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, the Revolving Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Maturity Termination Date. The Term Loan In addition, the Commitments shall terminate upon the making of the Term Loans on the Effective Dateare subject to reduction as provided in Section 2.18(c). (b) Upon the occurrence of a Change in Control, Administrative Agent shall, at the request of the Required Lenders, by notice to the Borrowers, terminate the Commitments and thereupon the Commitments shall terminate immediately. (c) The Borrower Borrowers may at any time, without premium or penalty, time terminate, or 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 not less than $20,000,000 10,000,000 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 2.112.9, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after L/C Commitments will be reduced proportionately with any termination reduction of the Revolving Commitments. (cd) The Borrower Borrowers shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Borrower Borrowers pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower Borrowers may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Borrowers (by notice to the Administrative Agent, which notice may be provided by e-mail, 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 364-Day Credit Agreement 22 28 of the 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, the Revolving Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on the Effective Maturity Date. (b) The Borrower may at any time, without premium or penalty, time terminate, or from time to time 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 $1,000,000 100,000 and not less than $20,000,000 and 500,000, (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 2.112.09, Availability would be less than zero and (iii) if any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment such termination, or series of reductions which occur more or less concurrently resulting in a termination, shall occur prior to the sum first anniversary of the Effective Date, the 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 Credit Exposures would exceed Loan Commitments so terminated (except that no fee shall be payable to the total Revolving Commitments. The Term Loans may continue Administrative Agent in its capacity as Lender to remain outstanding after any termination of the extent Borrower refinances the Revolving CommitmentsLoan Commitments with the Administrative Agent or an Affiliate). (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Loan Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)notice, the Administrative Agent shall advise the Revolving 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, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, 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 Lenders 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, the Revolving respective Term Commitments of the Term Lenders shall terminate at upon the earlier of (i) 5:00 p.m., New York City time, on the Revolving Maturity DateEffective Date and (ii) the funding of the applicable Term Loans to the Borrower. The Term Loan Revolving Commitments shall terminate upon on the making last day of the Term Loans on the Effective DateRevolving Availability Period. (b) The Borrower may at any time, without premium or penalty, time terminate, or from time to time 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 $20,000,000 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 2.11, any Lender’s the aggregate Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the aggregate Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three 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 (but in no event later than the effective date thereof)such notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, 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 of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Revolving Lenders in accordance with their respective Revolving CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Facility Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Facility Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on the Effective Date. (b) The Borrower Borrowers may at any time, without premium or penalty, time terminate, or from time to time reduce, the Commitments under the Revolving CommitmentsFacility; provided provided, that (i) each reduction of the Commitments under the Revolving Commitments Facility shall be in an amount that is an integral multiple of $1,000,000 1.0 million and not less than $20,000,000 5.0 million (or, if less, the remaining amount of the Revolving Facility Commitments), and (ii) the Borrower Borrowers shall not terminate or reduce the Revolving Facility Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, any Lender’s the Revolving Facility Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving CommitmentsBorrowing Base. (c) The Borrower Borrowers shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)notice, the Administrative Agent shall advise the Revolving applicable Lenders of the contents thereof. Each notice delivered by the Borrower Borrowers pursuant to this Section shall be irrevocable; provided provided, that a notice of termination of the Revolving Facility Commitments delivered by the Borrower Borrowers may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Borrowers (by notice to the Administrative Agent, which notice may be provided by e-mail, 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. Each reduction of the Revolving Facility Commitments shall be made ratably among the Revolving Lenders in accordance with their respective Revolving Facility Commitments.

Termination and Reduction of Commitments. (ai) Unless previously terminated, the Aggregate Revolving Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Maturity Date. The Term Loan ; provided, for the avoidance of doubt, (x) on March 1, 2023, the First Amendment Temporary Increase Commitments shall be automatically and permanently reduced and terminated to the extent set forth and as reflected in sub-section (b) of the Commitment Schedule and (y) on the First Amendment Increase Termination Date the First Amendment Temporary Increase Commitments shall be automatically and permanently reduced and terminated in full, as reflected in sub-section (c) of the Commitment Schedule.. (ii) The Borrowers may at any time terminate the Aggregate Revolving Commitments upon the making Payment in Full of the Term Loans on the Effective DateSecured Obligations. (biii) The Borrower Borrowers may at any time, without premium or penalty, terminate, or from time to time reduce, 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 and not less than $20,000,000 5,000,000 and (iiB) the Borrower Borrowers shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, any Lender’s the Aggregate Revolving Credit Exposure would exceed its the lesser of the Aggregate Revolving Commitment or the sum of and the Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving CommitmentsBorrowing Base. (civ) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Revolving Commitments under paragraph (ba)(ii) or (a)(iii) of this Section at least 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 (but in no event later than the effective date thereof)notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Revolving Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or other transactions specified therein, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent, which notice may be provided by e-mail, 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 Revolving 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.. (v) The Initial FILO Term Loan Commitments terminated upon the making of the Initial FILO Term Loan on the First Amendment Funding Date. The 2023 FILO Term Loan Commitments shall terminate upon the making of the 2023 FILO Term Loan on the Second Amendment Effective Date.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Tranche A Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Restatement Effective Date, and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on the Effective Date. (b) The Borrower may at any time, without premium or penalty, time terminate, or from time to time 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 and not less than $20,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or the Swingline Loans in accordance with Section 2.11, any Lender’s the Aggregate Revolving Credit Exposure would exceed its the Aggregate Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving CommitmentsCommitment. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)such notice, the Administrative Agent shall advise the Revolving 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 facilitiesone or more events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Revolving Lenders in accordance with their respective Revolving CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on the Effective Date. (b) The Borrower Borrowers may at any time, without premium or penalty, time terminate, or from time to time reduce, the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is equal to $1,000,000 or an integral multiple of $1,000,000 and not less than $20,000,000 500,000 in excess thereof 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 2.112.09, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving Commitments. (c) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section Section, at least three 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 (but in no event later than the effective date thereof)notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent, which notice may be provided by e-mail, 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, the Revolving The Term Loan Commitments shall automatically terminate at 5:00 p.m., New York City London time, on the Termination Date. The Revolving Credit Commitments and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date. The Term Loan Notwithstanding the foregoing, (i) the Revolving Credit Commitments and the L/C Commitment shall automatically terminate at 5:00 p.m., London time, on the Termination Date if the initial Borrowing hereunder shall not have occurred by such time and (ii) the Commitments shall automatically terminate upon if the making of the Term Loans on the Effective DateOffer lapses or is withdrawn. (b) The Upon at least three Business Days' prior (or, with respect to the period commencing on the Closing Date and ending on the date of the initial Acquisition Borrowing hereunder, same day) irrevocable written or telecopy notice to the Paying Agent, the Borrower may at any time, without premium or penalty, time in whole permanently terminate, or from time to time in part permanently reduce, the Revolving CommitmentsCommitments of any Class; 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 and not less than $20,000,000 5,000,000, and (ii) the Borrower Total Revolving Credit Commitment shall not terminate or reduce be reduced to an amount that is less than the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, any Lender’s Aggregate Revolving Credit Exposure would exceed its Revolving Commitment or at the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving Commitmentstime. (c) The Borrower shall notify the Administrative Paying Agent of any election to terminate or reduce the Term Loan Commitments or the Revolving Credit Commitments under paragraph (b) of this Section at least three Business Days (or, with respect to the period commencing on the Closing Date and ending on the date of the initial Acquisition Borrowing hereunder, at least one Business Day) prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)such notice, the Administrative Paying Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent. Each reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be made ratably among the Revolving Lenders in accordance with their respective Term Loan Commitments and Revolving Credit Commitments. The Borrower shall pay to the Paying 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 terminatedUpon at least three Business Days’ prior irrevocable written or telecopy notice to the Administrative Agent, the Revolving Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on the Effective Date. (b) The Borrower CBS may at any time, without premium or penalty, time in whole permanently terminate, or from time to time in part permanently reduce, the Revolving Commitments; provided provided, however, that (i) each partial reduction of the Revolving Commitments shall be in an a minimum principal amount that is an of $10,000,000 and in integral multiple multiples of $1,000,000 and not less than $20,000,000 in excess thereof and (ii) the Borrower no such termination or reduction shall not terminate or reduce the Revolving Commitments be made if, after giving effect thereto and to any concurrent prepayment prepayments of the Loans made on the effective date thereof, (x) the NY cbsfive-year_amdt2_Part_002.htm i Outstanding Revolving Loans Extensions of Credit of any Lender would exceed such Lender’s Commitment then in effect or (y) the Total Facility Exposure would exceed the Total Commitment then in effect. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.13(a). (b) Except as otherwise provided in Section 2.21, each reduction in the Commitments hereunder shall be made ratably among the Lenders in accordance with Section 2.11, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total Revolving their respective Commitments. The Term Loans may continue CBS agrees to remain outstanding after any termination of the Revolving Commitments. (c) The Borrower shall notify pay to the Administrative Agent for the account of any election to terminate the Lenders, on the date of termination or reduce reduction of the Revolving Commitments, the Facility Fees on the amount of the Commitments under paragraph (b) of this Section at least three Business Days prior to so terminated or reduced accrued through the effective date of such termination or reduction. (c) Upon a decrease, specifying pursuant to Section 2.13(a) or (b), in the Commitments, CBS may decrease the Total Multi-Currency Sublimit and/or the Multi-Currency Sublimit with respect to any or all Multi-Currencies, in each case in a minimum principal amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. No such election termination or reduction shall be made if, after giving effect thereto and to any prepayments of the Loans made on the effective date thereof. Promptly following receipt of any notice , (but in no event later i) the Multi-Currency Sublimit with respect to each applicable Multi-Currency would be less than the effective date thereof), Multi-Currency Revolving Loans outstanding in such Multi-Currency at such time or (ii) the Administrative Agent shall advise Total Multi-Currency Sublimit would be less than the outstanding principal amount of Multi-Currency 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 Loans at such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Revolving Lenders in accordance with their respective Revolving Commitmentstime.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Term Loan Commitments shall terminate at 5:00 p.m., New York City p.m. (Chicago time, ) on the Effective Date and (ii) the Revolving Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on the Effective Revolving Credit Maturity Date. (bi) The Borrower may at any time, without premium or penalty, time terminate, or 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 $20,000,000 500,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, the any Lender’s Revolving Credit Exposure would exceed its such L▇▇▇▇▇’s Revolving Commitment. (ii) On December 31, 2024, the Revolving Commitments shall be permanently and automatically reduced by an aggregate amount of $10,000,000, accompanied by any concurrent prepayment of the Obligations in accordance with Section 2.11 in an amount such that, after giving effect to such Revolving Commitment or the sum of the reduction, no Lender’s Revolving Credit Exposures would Exposure shall exceed such L▇▇▇▇▇’s Revolving Commitment. (iii) The Revolving Commitments shall be permanently and automatically reduced by the total Revolving Commitments. The Term Loans may continue amount of any mandatory prepayment made pursuant to remain outstanding after any termination of the Revolving CommitmentsSection 2.11(c)(ii). (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (bb)(i) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section Sectionparagraph (c) 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 facilitiesfacilities or other transactions specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, 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 Revolving Lenders in accordance with their respective Revolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving The Tranche B Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Closing Date. The Revolving Commitments, the Swingline Commitment and the LC Commitment shall automatically terminate on the Revolving Maturity Date. The Term Loan Notwithstanding the foregoing, all the Commitments shall automatically terminate upon at 5:00 p.m., New York City time, on June 30, 2004, if the making of the Term Loans on the Effective Dateinitial Credit Extension shall not have occurred by such time. (b) The At its option, Borrower may at any time, without premium or penalty, time terminate, or from time to time permanently reduce, the Revolving CommitmentsCommitments of any Class; provided 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 and not less than $20,000,000 5,000,000 and (ii) the Borrower Revolving Commitments shall not terminate be terminated or reduce the Revolving Commitments reduced if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11SECTION 2.10, any Lender’s the aggregate amount of Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination aggregate amount of the Revolving Commitments. (c) The Borrower shall notify the Administrative Agent in writing of any election to terminate or reduce the Revolving Commitments under paragraph (bSECTION 2.07(b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)notice, the Administrative Agent shall advise the Revolving Lenders in writing of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided PROVIDED that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Revolving Lenders in accordance with their respective Revolving CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Credit Maturity Date. The Date and the Incremental Term Loan Commitments shall terminate upon the making of the Incremental Term Loans on the Effective Facility Commitment Expiration Date. (b) The Borrower may at any time, without premium or penalty, time terminate, or 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 not less than $20,000,000 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 2.11, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans ; provided, however, the Borrower may continue to remain outstanding after any termination not reduce the aggregate amount of the Revolving CommitmentsCommitments below $25,000,000 pursuant to this Section unless the Borrower is terminating the Revolving Commitments in full. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)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, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, 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, the Revolving Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Maturity Date. The (i) any unfunded Term Loan Commitments shall terminate upon on the making Closing Date after the funding of the Term Loans on such date and (ii) all Revolving Commitments shall terminate on the Effective Maturity Date. (ba) The Administrative Borrower may at any time, without premium or penalty, time terminate, or from time to time reduce, the Revolving Commitments; provided that that, (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 2,500,000 and not less than $20,000,000 2,500,000 and (ii) the Administrative 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 2.11, (A) the amount of any Revolving Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or (B) the sum of the Total Revolving Credit Exposures Exposure would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the aggregate Revolving Commitments. (cb) The Administrative Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three (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 (but in no event later than the effective date thereof)notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Administrative Borrower pursuant to this Section shall be irrevocable; provided that 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 facilitiesfacilities or other transactions specified therein, in which case such notice may be revoked by the Administrative Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, 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 Revolving Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date, (ii) the Delayed Draw Commitments shall termi- nate at 5:00 p.m., New York City time, on the last day of the Delayed Draw Availability Period and (iii) the Revolving Maturity Date. The Term Loan Commitments shall terminate upon at the making start of the Term Loans on the Effective Revolving Maturity Date. (b) The Borrower may at any time, without premium or penalty, time terminate, or from time to time 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 $20,000,000 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 in accordance with Section 2.11, any Lender’s the aggregate Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the aggregate Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (bSection 2.08(b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)notice, the Administrative Agent shall advise the Revolving 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, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Revolving Lenders in accordance with their respective Revolving CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving ▇▇▇▇▇▇▇ ▇-▇ Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Maturity Original Effective Date. The Term Loan , (ii) the ▇▇▇▇▇▇▇ ▇-▇ Commitments shall terminate upon at 5:00 p.m., New York City time, on February 3, 2006 and (iii) the making of the Term Loans Revolving Commitments and DF Commitments shall terminate on the Effective Commitment Termination Date. (b) The Parent Borrower (on behalf of itself and the Foreign Subsidiary Borrowers) may at any time, without premium or penalty, time terminate, or from time to time reduce, the Commitments of any Class (it being understood that reductions of the Revolving CommitmentsCommitment will automatically reduce Foreign 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 and not less than $20,000,000 5,000,000 and (iiii)(A) the Borrower shall not terminate or reduce the Revolving Commitments shall not be terminated or reduced if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments or (B) the DF Commitments shall not be reduced if, after giving effect to any concurrent prepayment of the DF Loans in accordance with Section 2.11, the sum of the DF Exposures would exceed the total DF Commitments. The Term Loans may continue In addition, in the event the proceeds from Permitted Senior Notes issued after the Amendment Date are used to remain repurchase, redeem or otherwise retire then outstanding after Convertible Debentures, immediately following such repurchase, redemption or retirement (i) the Parent Borrower shall make any termination prepayment required pursuant to Section 2.11 as a result of such reduction and (ii) the total Revolving Commitments shall be automatically reduced in an amount equal to the amount used to effect such repurchase, redemption or retirement (together with a pro rata reduction of Foreign Currency Commitments) without any action on the part of any party, provided that, the total reduction to the Revolving CommitmentsCommitments under this clause (ii) shall not exceed $50,000,000. (c) The Parent Borrower (on behalf of itself and the Foreign Subsidiary Borrowers) shall notify the Administrative Agent (or, in the case of Foreign Currency Commitments, the Foreign Currency Administrative Agent) of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three Business Days prior (and, in the case of Foreign Currency Commitments, not later than 11 a.m., London Time, three Business Days prior) to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)notice, the Administrative Agent shall advise the Revolving 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 or a notice of reduction of the DF Commitments to zero 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 facilitiesfacilities or the 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, which notice may be provided by e-mail, Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Revolving Lenders in accordance with their respective Revolving CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Initial Tranche A Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Maturity Closing Date. The Term Loan , (ii) the OMX Delayed Draw Tranche A Commitments shall terminate upon at 5:00 p.m., New York City time, on August 27, 2008, (iii) the making of PHLX Delayed Draw Tranche A Commitments shall terminate at 5:00 p.m., New York City time, on July 31, 2008, (iv) the Term Loans Nord Pool Delayed Draw Tranche A Commitments shall terminate at 5:00 p.m., New York City time, on August 27, 2008 and (v) the Revolving Commitments and the Swingline Commitment shall terminate on the Effective Revolving Maturity Date. (b) The Borrower may at any time, without premium or penalty, time terminate, or from time to time 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 and not less than $20,000,000 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 2.11, any Lender’s the aggregate Revolving Credit Exposure would exceed its Revolving Commitment or Exposures (excluding, in the sum case of the Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after 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. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)such notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; , provided that a notice of termination of the Revolving Commitments of any Class delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or the receipt of proceeds from the issuance of other Indebtedness, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Revolving Lenders in accordance with their respective Revolving CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Term Commitments made on the Third Amendment Effective Date shall terminate at 5:00 p.m., New York City time, on the Third Amendment Effective Date and (ii) the Revolving Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on the Effective Revolving Maturity Date. (b) The Borrower may at any time, without premium or penalty, time terminate, or from time to time 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 $20,000,000 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 2.11, any Lender’s the aggregate Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the aggregate Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three 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 (but in no event later than the effective date thereof)such notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; , provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, 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 of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Revolving Lenders in accordance with their respective Revolving CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminatedThe Tranche F Commitments shall terminate at 5:00 p.m., New York City time, on the earlier of (i) the last day of the Tranche F Availability Period and (ii) the Tranche F Funding Date. The Revolving Credit Commitments and the Revolving (Supplemental) Credit Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Credit Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on the Effective Date. (b) The Upon at least three Business Days' prior irrevocable written or telecopy notice to the Administrative Agent, the Borrower may at any time, without premium or penalty, time in whole permanently terminate, or from time to time 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 and not less than in a minimum principal amount of $20,000,000 and 5,000,000, (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 the Revolving Loans in accordance with Section 2.11such termination or reduction, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures Utilization would exceed the total aggregate remaining Revolving Commitments. The Term Loans may continue Credit Commitments and (iii) the Borrower shall not be permitted to remain outstanding after any termination of terminate or reduce the Revolving (Supplemental) Credit Commitments if, as the result of such termination or reduction, the aggregate outstanding Revolving (Supplemental) Loans would exceed the aggregate remaining Revolving (Supplemental) Credit Commitments. (c) The Borrower Revolving Credit Commitments and the Revolving (Supplemental) Credit Commitments shall notify be permanently reduced by the Administrative Agent amount of any election mandatory prepayments applied to terminate Swingline Loans, Revolving Credit Borrowings or reduce Revolving (Supplemental) Credit Borrowings pursuant to Section 2.13(e). --------------- (d) Each reduction in the Commitments hereunder shall be made ratably among the applicable Lenders in accordance with their respective applicable Commitments. Any reduction in the Revolving Credit Commitments under or the Revolving (Supplemental) Credit Commitments (whether pursuant to paragraph (b) of this Section at least three Business Days or (c) ------------- --- above) shall be allocated pro rata among the Revolving Credit Commitments and the Revolving (Supplemental) Credit Commitments based upon the aggregate unused Revolving Credit Commitments and the aggregate unused Revolving (Supplemental) Credit Commitments in effect immediately prior to such reduction. (e) The Borrower shall pay to the effective 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, specifying such election and the effective date thereof. Promptly following receipt of any notice . (but f) Nothing in no event later than the effective date thereof), the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.09 shall be irrevocable; provided prejudice any rights that a notice the ------------ Borrower may have against any Lender that fails to lend as required hereunder prior to the date of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Revolving Lenders in accordance with their respective Revolving Commitmentsany Commitment.

Termination and Reduction of Commitments. (a) Unless To the extent not previously terminated, (i) the Revolving Tranche A Commitments and the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on June 13, 2008, (ii) the Incremental Term Loan Commitments for any Class of Incremental Term Loans shall, unless otherwise provided in the applicable Joinder Agreement, terminate at 5:00 p.m., New York City time, on the Increased Amount Date for such tranche and (iii) the Revolving Commitments shall terminate on the Revolving Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on the Effective Date. (b) The Borrower may at any time, without premium or penalty, terminate, or from time to time 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 and not less than $20,000,000 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 in accordance with Section 2.11, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving any Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)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, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Revolving Lenders in accordance with their respective Revolving CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on the Effective Credit Termination Date. (b) The Borrower may at any time, without premium or penalty, time terminate, or 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 not less than $20,000,000 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 2.11, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least 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 (but in no event later than the effective date thereof)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, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, 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. Termination of the Commitments shall also terminate the obligation of the Lenders to make the Term Loans. Each reduction of the Commitments shall be made ratably among the Revolving Lenders in accordance with their respective Revolving Commitments.

Termination and Reduction of Commitments. (a) 3. Unless previously terminatedterminated in accordance with the terms hereof, (i) the Revolving Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving Commitments, the Swingline Commitment and 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 the definition of “Revolving Maturity Date. The Term Loan Commitments shall terminate upon ” unless, subject to Section 2.23(d)(iv), such date is extended with the making prior written consent of, in the case of the Term Loans L/C Commitment, the Issuing Banks or, in the case of the Swingline Commitment, the Swingline Lender). If any Letter of Credit remains outstanding on the Effective DateRevolving Maturity Date with respect to the Revolving Commitments applicable to such Letter of Credit (and, at the time thereof, after giving effect to the repayment of the applicable Revolving Loans at such time, the Revolving Exposure of the applicable Revolving Lenders exceeds the available Revolving Commitments of such Revolving Lenders), the Borrower shall deposit with the Administrative Agent an amount in cash equal to 103% of the aggregate undrawn amount of such Letter of Credit 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 Credit being terminated or cancelled. (ba) The Upon at least three Business Days’ prior irrevocable written or fax notice to the Administrative Agent, the Borrower may at any time, without premium or penalty, time in whole permanently terminate, or from time to time 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 and not less than in a minimum amount of $20,000,000 5,000,000 and (ii) the Borrower Total Revolving Commitment shall not terminate or reduce the Revolving Commitments if, after giving effect be reduced to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later an amount that is less than the effective date thereof)Aggregate Revolving Exposure then in effect; provided, 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 further, that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice termination is conditioned upon the effectiveness of other credit facilitiesfacilities or any other event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, Agent on or prior to the specified effective termination date) if such condition is not satisfied. Any termination or . (b) Each reduction of in the Revolving Commitments or the Swingline Commitment hereunder 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 Revolving applicable Lenders in accordance with their respective Revolving 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. (c) 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, the Revolving Facility Commitments (including, for the avoidance of doubt, with respect to any Swingline Lender, its Swingline Commitments) shall terminate at 5:00 p.m., New York City time, on the Revolving Facility Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on the Effective Date. (b) The Borrower may at any time, without premium or penalty, time terminate, or from time to time reduce, the Revolving CommitmentsCommitments under either Facility ; provided that (i) each reduction of the Revolving Commitments under either Facility shall be in an amount that is an integral multiple of $1,000,000 1.0 million and not less than $20,000,000 5.0 million (or, if less, the remaining amount of the Revolving Facility Commitments) and (ii) the Borrower shall not terminate or reduce the Revolving Facility Commitments if, after giving effect to any concurrent prepayment of the Revolving Facility Loans in accordance with Section 2.11, any Lender’s the Revolving Facility Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving Facility Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)notice, the Administrative Agent shall advise the Revolving 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, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, 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 under either Facility shall be made ratably among the Revolving Lenders in accordance with their respective Revolving CommitmentsCommitments under such Facility.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on the Effective Date. (b) The Borrower may at any time, without premium or penalty, time terminate, or 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 minimum aggregate amounts of $1,000,000 and not 10,000,000 (unless the Swingline Commitment and/or the total Commitment, as the case may be, at such time is less than $20,000,000 10,000,000, in which case, in an amount equal to the Swingline Commitment and/or the total Commitment at such time) and, if such reduction is greater than $5,000,000, in integral multiples of $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 2.112.10, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)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, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, 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 Revolving Lenders in accordance with their respective Revolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (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 at 5:00 p.m., New York City time, on the Revolving Credit Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on the Effective DateDate (subject to Section 2.23). (b) The Borrower may at any time, without premium or penalty, time terminate, or 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 $1,000,000 500,000 and not less than $20,000,000 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 in accordance with Section 2.11, any Lender’s the Dollar Amount of the Total Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of 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 Revolving Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)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 to terminate or reduce the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or other transactions specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, 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 Revolving Lenders in accordance with their respective Revolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Facility Commitments and the Credit-Linked Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Facility Maturity Date. The Term Loan Commitments Delayed Draw Commitment of each Lender shall terminate upon on the making date of the each incurrence of C Term Loans in the amount of C Term Loans made by it on such date, and all remaining Delayed Draw Commitments will, unless previously terminated, terminate at 5 p.m. New York City time on the Effective DD Termination Date. (b) The Borrower Company (on behalf of itself and all other Revolving Borrowers or Bidco (if the DD Borrower), respectively) may at any time, without premium or penalty, time terminate, or from time to time reduce, the Revolving Facility Commitments or the Delayed Draw Commitments, as the case may be; provided that (i) each such reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 1.0 million and not less than $20,000,000 5.0 million (or, if less, the remaining amount of the Revolving Facility Commitments or Delayed Draw Commitments, as the case may be) and (ii) the Borrower Company 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 2.11, any Lender’s the Revolving Facility Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving Facility Commitments. (c) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments, Delayed Draw Commitments and/or Credit-Linked Commitments under paragraph (b) or (d) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)notice, the Administrative Agent shall advise the Revolving applicable 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 Facility Commitments, Delayed Draw Commitments and/or Credit-Linked Commitments delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Company (by notice to the Administrative Agent, which notice may be provided by e-mail, 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 under any Facility shall be made ratably among the Revolving Lenders in accordance with their respective Commitments under such Facility. (d) The Company (on behalf of itself and CAC) shall have the right, at any time or from time to time, without premium or penalty to terminate the Total Unutilized Credit-Linked Commitment in whole, or reduce it in part, in an integral multiple of $1.0 million and not less than $5.0 million (or if less the remaining amount of the Credit-Linked Commitments) in the case of partial reductions to the Total Unutilized Credit-Linked Commitment, provided that each such reduction shall apply proportionately to permanently reduce the Credit-Linked Commitment of each CL Lender. At the time of any termination or reduction of the Total Credit-Linked Commitment pursuant to this Section 2.08(d) or on the Revolving CommitmentsFacility Maturity Date, the Administrative Agent shall request the Deposit Bank to withdraw from the Credit-Linked Deposit Account and to pay same over to it, and shall return to the CL Lenders (ratably in accordance with their respective CL Percentages) the CL Lenders’ Credit-Linked Deposits in an aggregate amount equal to such reduction or the amount of such Commitment being terminated, as the case may be.

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 first to occur of the Acquisition Consideration Payment Date and the date of termination of the Certain Funds Period and (ii) the Revolving Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Maturity Date. The Term Loan ; provided that the Revolving Commitments shall terminate upon at 5:00 p.m., New York City time, on the making date of termination of the Term Loans on Certain Funds Period if such period terminates under clause (a) or (b) of the Effective definition of Certain Funds Period prior to the occurrence of the Initial Funding Date. (b) The Administrative Borrower may at any time, without premium or penalty, time terminate, or from time to time 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 the Borrowing Multiple and not less than $20,000,000 the Borrowing Minimum, in each case for Borrowings denominated in US Dollars and (ii) the Administrative 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 2.112.10, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the aggregate Revolving Credit Exposures of all Lenders would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving Commitments. (c) The Administrative Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)notice, the Administrative Agent shall advise the Revolving other Agents and the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Administrative Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by a Responsible Officer of the Administrative Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Administrative Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, 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 permanentpermanent but shall not affect the right of the Administrative Borrower to increase the Commitment in accordance with Section 2.22. Each reduction of the Commitments of any Class shall be made ratably among the Revolving Lenders in accordance with their respective Revolving CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on the Effective Date. (b) The Borrower may at any time, without premium or penalty, time terminate, or 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 not less than $20,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.112.07, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)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, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, 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 Revolving Lenders in accordance with their respective Revolving Commitments, and each such reduction of each such Lender's Commitment shall be applied to the reduction of such Lender's commitment to make Loans and acquire LC Exposure in the same proportion as each such commitment bears to such Lender's total Commitment immediately prior to such reduction.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving New Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Second Amendment Effective Date or 5:00 p.m., New York City time, on the Third Amendment Effective Date, as applicable, and (ii) the Revolving Maturity Date. The Term Loan Commitments shall terminate upon at the making start of the Term Loans on the Effective Revolving Maturity Date. (b) The Borrower may at any time, without premium or penalty, time terminate, or from time to time 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 $20,000,000 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 in accordance with Section 2.11, any Lender’s the aggregate Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the aggregate Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (bSection 2.08(b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)notice, the Administrative Agent shall advise the Revolving 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, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Revolving Lenders in accordance with their respective Revolving CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless To the extent not previously terminated, (i) the Revolving Tranche A Commitments and the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on December 4, 2007, (ii) the Incremental Term Loan Commitments for any Class of Incremental Term Loans shall, unless otherwise provided in the applicable Joinder Agreement, terminate at 5:00 p.m., New York City time, on the Increased Amount Date for such tranche and (iii) the Revolving Commitments shall terminate on the Revolving Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on the Effective Date. (b) The Borrower may at any time, without premium or penalty, terminate, or from time to time 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 and not less than $20,000,000 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 in accordance with Section 2.11, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving any Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)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, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Revolving Lenders in accordance with their respective Revolving CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminatedterminated in accordance with the terms of this Agreement, the Revolving Credit Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Facility Maturity Date. The , and the Initial Term A Loan Commitments Commitment shall terminate upon the making close of business on the Term Loans earlier of (a) 5:00 p.m. New York City time on the Effective DateDate and (b) the funding of the Initial Term A Loans. (b) The Borrower Company may at any time, without premium or penalty, terminate, time terminate or from time to time reduce, reduce the Revolving Credit Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of the U.S. Dollar Equivalent of $1,000,000 and not less than $20,000,000 5,000,000 and (ii) the Borrower Company shall not terminate or reduce the Revolving Credit Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.112.10, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total aggregate Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving Credit Commitments. (c) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Revolving Credit Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)notice, the Administrative Agent shall advise the Revolving 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 Credit Commitments delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Company (by notice to the Administrative Agent, which notice may be provided by e-mail, 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. Each reduction of the Revolving Credit Commitments shall be made ratably among the Revolving Lenders in accordance with their respective Revolving Credit Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Term Loan Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on the Effective Revolving Maturity Date. (b) The Borrower may at any time, without premium or penalty, time terminate, or from time to time reduce, the Revolving CommitmentsCommitments of any Class; provided 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 5,000,000 and not less than $20,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or the sum aggregate amount of the Lenders' Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination amount of the Lenders' Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)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 PROVIDED that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mailshall promptly notify the Lenders, on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Revolving Lenders in accordance with their respective Revolving CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans at 3:00 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, without premium or penalty, time terminate, or 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 not less than $20,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Total Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the aggregate Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least 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 (but in no event later than the effective date thereof)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 facilitiesfacilities or other transactions specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, 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 Revolving Lenders in accordance with their respective Revolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving 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 Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on the Effective Revolving Maturity Date. (b) The Cayman Borrower may at any timeand the U.S. Borrower, as applicable, may, without premium or penalty, at any time terminate, or from time to time 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 and not less than $20,000,000 5,000,000 and (ii) the Cayman Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving Commitments. (c) The applicable Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by either of the Borrower Borrowers pursuant to this Section shall be irrevocable; , provided that a notice of termination of the Revolving Commitments delivered by the Cayman Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Cayman Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Revolving Lenders in accordance with their respective Revolving CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Facility Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Facility Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on the Effective Date. (b) The Borrower may at any time, without premium or penalty, time terminate, or from time to time 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. $1,000,000 500,000 and not less than U.S. $20,000,000 2,000,000 (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 2.11, any Lender’s the Revolving Facility Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving Facility Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments under paragraph (b) of this Section at least 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 (but in no event later than the effective date thereof)notice, the Administrative Agent shall advise the Revolving 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, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, 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. Each reduction of the Revolving Facility Commitments shall be made ratably among the Revolving Lenders in accordance with their respective Revolving Facility Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on the Effective Date. (b) The Borrower may at any time, without premium or penalty, time terminate, or from time to time reduce, the Revolving Facility Commitments; provided provided, that (i) each reduction of the Revolving Facility Commitments shall be in an amount that is an integral multiple of $1,000,000 250,000 and not less than $20,000,000 1,000,000 (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 in accordance with Section 2.11, any Lender’s the Revolving Facility Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total Revolving Facility Commitments. The Term Loans may continue . (b) If at any time, and from time to remain outstanding after any termination of time, the Existing Midcap Facility Commitments are increased to an amount greater than the Specified Existing Midcap Facility Committed Amount, the Revolving CommitmentsFacility Commitments shall be automatically reduced by on a dollar-for-dollar basis by the amount by which the actual Existing Midcap Facility Commitments exceed the Specified Existing Midcap Facility Committed Amount. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments under paragraph (ba) of this Section 2.08 at least 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 (but in no event later than the effective date thereof)notice, the Administrative Agent shall advise the Revolving applicable Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided provided, that a notice of termination or reduction of the Revolving Facility Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, 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 Revolving Lenders in accordance with their respective Revolving Commitments.

Termination and Reduction of Commitments. (a) All European Term A Loan Commitments and U.S. Term A-1 Loan Commitments shall terminate on the Restatement Effective Date immediately upon the funding of the applicable Term Loans to be funded thereunder pursuant to Section 2.01. Unless previously terminated, the all U.S. Revolving Commitments and European Revolving Commitments shall terminate at 5:00 p.m., New York City time, on the U.S. Revolving Credit Maturity Date and European Revolving Credit Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on the Effective Date, respectively. (b) The Borrower Borrowers may at any time, without premium or penalty, time terminate, or from time to time 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 $20,000,000 and 1,000,000, (or, if less, the remaining amount of such Commitments), (ii) the Borrower Company shall not terminate or reduce the U.S. Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.112.10, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the total U.S. Revolving Credit Exposures would exceed the total U.S. Revolving Commitments. The Term Loans may continue Commitments and (iii) the Borrowers shall not terminate or reduce the European Revolving Commitments if, after giving effect to remain outstanding after any termination concurrent prepayment of the Loans in accordance with Section 2.10, the total European Revolving Credit Exposures would exceed the total European Revolving Commitments. (c) The Borrower Borrowers 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 Revolving Commitments under paragraph clause (b) of this Section at least 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 notice (but in no event later than the effective date thereof)notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Borrower Borrowers pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower Borrowers may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or instruments of Indebtedness or the occurrence of any other specified event, in which case such notice may be revoked by the Borrower Borrowers (by notice to the Administrative Agent, which notice may be provided by e-mail, 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 Subject to Section 2.20(d), each reduction of the Commitments of any Class shall be made ratably among the Revolving Lenders in accordance with their respective Revolving CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminatedterminated pursuant to the terms of this Agreement, the Revolving Commitments shall terminate on the Maturity Date (as may be extended with respect to some or all of the Commitments pursuant to Section 2.20); provided, however, that the Commitments shall terminate on December 31, 2011 at 5:00 p.m., p.m. New York City time, on the Revolving Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on time if the Effective DateDate shall not have occurred on or before such time. (b) The Borrower may at any time, without premium or penalty, time terminate, or from time to time 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 10,000,000 and not less than $20,000,000 50,000,000 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 2.112.10, any Lender’s the Total Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving CommitmentsAggregate Commitments as a result thereof. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)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 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 facilitiesfacilities or the closing of one or more securities offerings, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, 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 Revolving Lenders in accordance with their respective Revolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Commitments shall terminate on the Revolving Loan Maturity Date, and (ii) any unused portions of the Backstop Loan Commitments shall terminate at 5:00 p.m., New York City Chicago time, on the Revolving Maturity Date. The Term Backstop Loan Commitments shall terminate upon the making of the Term Loans on the Effective Commitment Termination Date. (b) The Borrower Borrowers may at any time, without premium or penalty, time terminate, or from time to time reduce, the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is equal to $1,000,000 or an integral multiple of $1,000,000 and not less than $20,000,000 500,000 in excess thereof 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 2.112.09, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving Commitments. (c) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section Section, at least three 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 (but in no event later than the effective date thereof)notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent, which notice may be provided by e-mail, 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, the Revolving Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on the Effective Date. (b) The Administrative Borrower may at any time, without premium or penalty, time terminate, or 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 the Borrowing Multiple and not less than $20,000,000 the Borrowing Minimum, in each case for Borrowings denominated in US Dollars and (ii) the Administrative 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 2.112.10, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the aggregate Revolving Credit Exposures of all Lenders would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving Commitments. (c) The Administrative Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)notice, the Administrative Agent shall advise the Revolving other Agents and the Lenders of the contents thereof. Each notice delivered by the Administrative Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by a Responsible Officer of the Administrative Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Administrative Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, 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 permanentpermanent but shall not affect the right of the Administrative Borrower to increase the Commitment in accordance with Section 2.22. Each reduction of the 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, terminated the Revolving Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Maturity Datelast day of the Availability Period. The Any Incremental Term Loan Commitments Commitment shall terminate upon as provided in the making of the Term Loans on the Effective Dateapplicable Incremental Assumption Agreement. (b) The Borrower may at any time, without premium or penalty, time terminate, or 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 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 or repayment of the Revolving Loans in accordance with Section 2.112.7, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures of all Revolving Lenders would exceed the total aggregate Revolving Commitments. The Term Loans may continue to remain outstanding after any termination , (ii) each such reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000, and (iii) any reduction of the Revolving Commitments to an amount below the L/C Sublimit shall automatically reduce the L/C Sublimit on a Dollar for Dollar basis. If at any time, as a result of such a partial reduction or termination as provided in Section 2.5(a), the Revolving Exposure of all Lenders would exceed the aggregate Revolving Commitments, then the Borrower shall on the date of such reduction or termination of Revolving Commitments, repay or prepay Revolving Borrowings and/or Cash Collateralize Letters of Credit in an aggregate amount equal to such excess. (c) In addition to any termination or reduction of the Revolving Commitments under paragraphs (a) and (b) of this Section, the Revolving Commitments shall be reduced as required under Section 2.7(b). (d) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)such notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; , provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent, which notice may be provided by e-mail, Agent on or prior to the specified effective date) if such condition is not satisfiedsatisfied subject to the Borrower’s obligation to indemnify the Lenders pursuant to Section 3.5. Any termination or reduction Each reduction, and any termination, of the Revolving Commitments shall be permanent. Each permanent and 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, the Revolving Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Maturity Date. The Term Loan Commitments for the Initial Term Loans in effect on the Closing Date shall automatically terminate upon the making of the Initial Term Loans on the Effective Closing Date. The Revolving Commitments and the LC Commitment shall automatically terminate on the Revolving Maturity Date. (b) The Borrower may at any time, without premium or penalty, time in whole permanently terminate, or from time to time reduce, in part permanently reduce any Class of Commitments selected by the Revolving CommitmentsBorrower; provided that (i) each partial reduction of the Revolving any Class of Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than in a minimum amount of $20,000,000 2,000,000 and (ii) the Borrower Revolving Commitments shall not terminate be terminated or reduce the Revolving Commitments reduced if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.112.12, any Lender’s the aggregate amount of Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination aggregate amount of the Revolving Commitments. (c) The Borrower shall notify the Administrative Agent in writing of any election to terminate or reduce the Revolving Commitments under paragraph (bSection 2.09(b) of this Section at least three 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 notice (but in no event later than the effective date thereof)such notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.09 shall be irrevocable; provided that a the Borrower may rescind or postpone any notice of termination or reduction of the Revolving Commitments delivered by the Borrower may state that if such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agenttermination or reduction would have resulted from a refinancing, which notice may refinancing shall not be provided by e-mail, on consummated or prior to the specified effective date) if such condition is not satisfiedotherwise shall be delayed. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Revolving Lenders in accordance with their respective Revolving CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminatedterminated pursuant to the terms of this Agreement, the Revolving Commitments shall terminate on the Maturity Date (as it may be extended with respect to some or all of the Commitments pursuant to Section 2.20); provided, however, that the Commitments shall terminate on September 14, 2012 at 5:00 11:59 p.m., New York City time, on the Revolving Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on if the Effective DateDate shall not have occurred on or before such time. (b) The Borrower may at any time, without premium or penalty, time terminate, or 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 10,000,000 and not less than $20,000,000 50,000,000 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 2.112.10, any Lender’s the Total Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving CommitmentsAggregate Commitments as a result thereof. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)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 facilitiesfacilities or the closing of one or more securities offerings, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, 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 Revolving Lenders in accordance with their respective Revolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving The Term Loan Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date and, unless previously terminated, the Revolving Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on the Effective Maturity Date. (b) The Borrower may at any time, without premium or penalty, time terminate, or 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 not less than $20,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, any Lender’s the Total Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph clause (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)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, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, 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 applied ratably among the Revolving Lenders in accordance with their respective Revolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on the Effective Date. (b) 28. The Borrower may at any time, without premium or penalty, time terminate, or from time to time 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 and not less than $20,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, any Lender’s the Dollar Amount of the Total Revolving Credit Exposure would exceed its the Aggregate Revolving Commitment. Without duplication, the Aggregate Revolving Commitment or shall be permanently reduced by the sum Specified Asset Sale Proceeds Amount; provided, that no more than $50,000,000 of reductions in the Revolving Credit Exposures would exceed the total Revolving Commitmentsaggregate shall be required as a result of Specified Asset Sales. The Term Loans may continue Aggregate Revolving Commitment shall be permanently reduced to remain outstanding after $250,000,000 no later than September 30, 2021; provided, that if the Aggregate Revolving Commitment shall be been reduced to $250,000,000 prior to such date as a result of Specified Asset Sales, no further commitment reduction shall be required. Without duplication, the Aggregate Revolving Commitment shall be permanently reduced by the amount of General Asset Sale Proceeds received by the Borrower or any termination Restricted Subsidiary thereof; provided, that no more than $50,000,000 of reductions in the Revolving Commitmentsaggregate shall be required as a result of General Asset Sales. (c) 29. The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three (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 (but in no event later than the effective date thereof)notice, the Administrative Agent shall advise the Revolving 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 Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or other transactions specified therein, in which case such notice may be revoked or delayed by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Revolving Lenders holding such Commitments in accordance with their respective Revolving CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on the Effective Maturity Date. (b) The Borrower Revolving Loan Commitments shall automatically reduce by the amount of any payments made on the Revolving Loans pursuant to Section 2.08 (c). (c) The Borrowers may at any time, without premium or penalty, terminate, time terminate or from time to time reduce, reduce the Revolving Loan Commitments; provided that (iA) each reduction of the Revolving Loan Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $20,000,000 and 1,000,000 (iiB) the Borrower Borrowers shall not terminate or reduce the Revolving Loan Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.112.09, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loan Commitments and (C) the aggregate principal amount of all Foreign Revolving Loans may continue to remain outstanding after at any termination time outstanding, shall not exceed sixty percent (60%) of the total of all the Revolving CommitmentsLenders’ Revolving Loan Commitments as such commitments are reduced pursuant to this Section 2.07. (cd) The Borrower Borrowers shall notify the Administrative Agent of any election to terminate or reduce the Revolving Loan Commitments under paragraph (bc) of this Section at least no earlier than thirty (30) days and no later than 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 (but in no event later than the effective date thereof)notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Borrower Borrowers pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Loan Commitments delivered by the Domestic Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Domestic Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, 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 Revolving Lenders in accordance with their respective Revolving Loan Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate on the Termination Date. Notwithstanding the foregoing, all Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Maturity Date. The Term Loan Commitments Offer Termination Date if the Initial Funding Date shall terminate upon the making of the Term Loans on the Effective Datenot have occurred by that time. (b) The Borrower Company may at any time, without premium or penalty, time terminate, or 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 not less than $20,000,000 3,000,000 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 2.11Loans, any Lender’s (i) the outstanding Revolving Credit Exposure would exceed its Revolving Commitment the Commitments or (ii) the sum of the Revolving Credit Exposures plus the Competitive Loan Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving Commitments. (c) The Borrower Company shall notify the Administrative Agent Agent, of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)notice, the Administrative Agent or an affiliate thereof shall advise the Revolving applicable 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 any Commitments delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Company (by notice to the Administrative Agent, which notice may be provided by e-mail, 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 any Commitments shall be made ratably among the Revolving applicable Lenders in accordance with their respective Revolving applicable Commitments. (d) The Company, may by written notice delivered to the Administrative Agent not less than 20 and not more than 60 days prior to the Termination Date, extend the Maturity Date with respect to all or any portion of the outstanding Revolving Loans ("Term Loan Conversion Option") from the Termination Date to a date no later than the first anniversary of the Termination Date; provided that (i) no Event of Default shall have occurred and be continuing and (ii) the representations and warranties of each Credit Party set forth in the Loan Documents shall be true and correct on and as of the Termination Date, and the Administrative Agent shall have received, with a counterpart or copy for each Lender, a certificate signed by the President, a Vice President or a Financial Officer of the Company confirming the foregoing.

Termination and Reduction of Commitments. (a) The Term Commitment shall be terminated upon the funding of the Term Loan in the amount of $500,000,000. Unless previously terminated, the Revolving Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Credit Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on the Effective Date. (b) The Borrower may at any time, without premium or penalty, time terminate, or from time to time reduce, without premium or penalty, 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 $20,000,000 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 in accordance with Section 2.112.10, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the total Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)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 occurrence or non-occurrence of other credit facilitiesany event specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, 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 Incremental Revolving Facility Commitments shall terminate on the Incremental Revolving Facility Maturity Date and (ii) the Term B Loan Commitments shall terminate at 5:00 2:00 p.m., New York City timeLocal Time, on the Revolving Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on the Effective Closing Date. (b) The Borrower may at any time, without premium or penalty, time terminate, or from time to time reduce, the Incremental Revolving Facility Commitments; provided that (i) each such reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 1.0 million and not less than $20,000,000 5.0 million (or, if less, the remaining amount of the Incremental Revolving Facility Commitments) and (ii) the Borrower shall not terminate or reduce the Incremental Revolving Facility Commitments if, after giving effect to any concurrent prepayment of the Incremental Revolving Facility Loans in accordance with Section 2.11, any Lender’s the Incremental Revolving Facility Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total Incremental Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving Facility Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Incremental Revolving Facility Commitments under paragraph (bSection 2.08(b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)notice, the Administrative Agent shall advise the Revolving applicable Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08(c) shall be irrevocable; provided that a notice of termination of the Incremental Revolving Facility Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, 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 Revolving applicable Lenders in accordance with their respective Revolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminatedThe Revolving Credit Commitments, the Revolving Commitments Swingline Commitment and the L/C Commitment shall automatically terminate at 5:00 p.m., New York City time, on the Revolving Credit Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on the Effective Date. (b) The Borrower Upon at least three Business Days’ prior written notice to Agent, Borrowers may at any time, without premium or penalty, in whole permanently terminate, or from time to time 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 $500,000 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 (iii) the Total Revolving Credit Commitment shall not be reduced to an amount that is 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 in accordance with Section 2.11, any Lender’s Aggregate Revolving Credit Exposure would exceed its Revolving Commitment or at the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof), the Administrative Agent shall advise the Revolving Lenders of the contents thereoftime. Each notice delivered by the Borrower Borrowers pursuant to this Section 2.09(b) shall be irrevocable; provided that a notice of termination or reduction of the Revolving Credit Commitments delivered by the Borrower Borrowers may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or the receipt of proceeds from the issuance of other Indebtedness or Equity Interests or the consummation of a Change in Control, in which case such notice may be revoked by the Borrower Borrowers (by notice to the Administrative Agent, which notice may be provided by e-mail, Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or . (c) Each reduction of in the Revolving Credit Commitments shall be permanent. Each reduction of the Commitments hereunder shall be made ratably among the Revolving Lenders in accordance with their respective Commitments. Borrowers shall pay to Agent for the account of the applicable Lenders, on the date of each termination or reduction, the accrued and unpaid Commitment Fees on the amount of the Revolving CommitmentsCredit 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 Revolving Term Loan B Commitments shall terminate at on the earlier of (x) the funding of any Term Loans B hereunder and (y) 5:00 p.m., New York City time, thirty-five (35) days after the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on the Effective Date. (b) The Borrower may at any time, without premium or penalty, time terminate, or 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 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 in accordance with Section 2.112.09, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section Section, at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)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, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, 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, the Revolving Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Maturity Date. The Date and the Term Loan Commitments shall terminate upon the making of the Term Loans on the Effective Date. (b) The Borrower Company may at any time, without premium or penalty, time terminate, or from time to time reduce, the Revolving CommitmentsCommitments of a Class; provided that (i) each reduction of the Revolving Commitments of a Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $20,000,000 3,000,000 and (ii) the Borrower Company shall not terminate or reduce the Revolving Commitments of a Class if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11of such Class, any Lender’s (i) the outstanding Revolving Credit Exposure of such Class would exceed its the aggregate Revolving Commitment Commitments of such Class or (ii) the sum of the Revolving Credit Exposures plus the Competitive Loan Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving Commitments. (c) The Borrower Company shall notify the General Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)notice, the General Administrative Agent or an affiliate thereof shall advise the Revolving applicable 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 any Commitments delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilitiesfinancing arrangements, in which case such notice may be revoked by the Borrower Company (by notice to the General Administrative Agent, which notice may be provided by e-mail, 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 any Commitments shall be made ratably among the Revolving applicable Lenders in accordance with their respective Revolving Commitmentsapplicable Commitments of the applicable Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving The Term Loan Commitments shall terminate at 5:00 p.m., New York City timeStandard Time, on the Closing Date. The Revolving Credit Commitments shall terminate at 5:00 p.m., Standard Time, on the Revolving Credit Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on the Effective Date. (b) The Borrower Upon at least three Business Days' prior irrevocable written or telecopy notice to the Administrative Agent, (x) Stone may at any time, without premium or penalty, time in whole permanently terminate, or from time to time in part permanently reduce, the Tranche G Commitments and (y) Canco may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Tranche H Commitments and/or the Revolving Credit Commitments; provided provided, however, that (i) each partial reduction of the Revolving such Commitments shall be in an amount that is an integral multiple of $1,000,000 U.S.$1,000,000 and not less than $20,000,000 in a 40 35 minimum principal amount of U.S.$5,000,000 and (ii) the Borrower Canco shall not be permitted to terminate or reduce the Revolving Credit Commitments if, after giving effect to any concurrent prepayment as the result of the Revolving Loans in accordance with Section 2.11such termination or reduction, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures Utilization would exceed the total aggregate remaining Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving Credit Commitments. (c) The Revolving Credit Commitments shall be permanently reduced by the amount of any mandatory prepayments applied to 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. (e) The applicable 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 Revolving Commitment Fees on the amount of the Commitments under paragraph (b) of this Section at least three Business Days prior to so terminated or reduced accrued to, but excluding, the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice . (but f) Nothing in no event later than the effective date thereof), the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.09 shall be irrevocable; provided prejudice any rights that a notice either Borrower may have against any Lender that fails to lend as required hereunder prior to the date of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Revolving Lenders in accordance with their respective Revolving Commitmentsany Commitment.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Maturity Date. The Term Loan Commitments shall terminate at the earlier of (x) 3:00 p.m. (New York City time) on the Effective Date (or such later time as the Administrative Agent may determine in its reasonable discretion on the Effective Date) and (y) upon the making funding of the Term Loans on the Effective Date and (ii) all other Commitments shall terminate on the Maturity Date. (b) The Borrower Company may at any time, without premium or penalty, time terminate, or 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 not less than $20,000,000 5,000,000 and (ii) the Borrower Company shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, any Lender’s the Dollar Amount of the Total Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the aggregate Revolving Commitments. (c) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)notice, the Administrative Agent shall advise the Revolving 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 facilitiesfacilities or other transactions specified therein, in which case such notice may be revoked by the Borrower Company (by notice to the Administrative Agent, which notice may be provided by e-mail, 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 Revolving Lenders in accordance with their respective Revolving Commitments.

Termination and Reduction of Commitments. Increase in Revolving Commitments; Increase in Term Commitments. (a) Unless previously terminated, (i) the Revolving Term Commitments shall terminate at 5:00 p.m., New York City time, on the Restatement Date and (ii) all the Revolving Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on the Effective Revolving Credit Maturity Date. (b) The Borrower may at any timetime terminate the Revolving Commitments upon (i) the payment in full of all outstanding Revolving Loans and LC Disbursements, without premium together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or penaltyalternatively, terminatewith respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a backup standby letter of credit satisfactory to the Administrative Agent and the Issuing Bank) in an amount equal to 105% of the LC Exposure as of (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 5,000,000 and not less than $20,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, any Lender’s the Aggregate Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the aggregate Revolving Commitments. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) or (c) of this Section at least three five (5) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)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, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, 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 Revolving Lenders in accordance with their respective Revolving Commitments. (e) The Borrower shall have the right to increase (i) the Revolving Commitments by obtaining additional Revolving Commitments, either from one or more of the Lenders or another lending institution, provided that (A) any such request for an increase shall be in a minimum amount of $10,000,000, (B) the Borrower may make a maximum of, together with any requests for increases in the Term Loans in accordance with clause (ii) below, 3 such requests, (C) after giving effect thereto, the sum of the total of the additional Commitments pursuant to this clause (i) and clause (ii) below does not exceed $50,000,000, (D) the Administrative Agent, the Swingline Lender and the Issuing Bank have approved the identity of any such new Lender, such approvals not to be unreasonably withheld, (E) any such new Lender assumes all of the rights and obligations of a “Lender” hereunder, and (F) the procedures described in Section 2.09(f) below have been satisfied and (ii) the Term Loan by obtaining additional Term Commitments, either from one or more of the Lenders or another lending institution, provided that (A) any such request to increase the Term Loan shall be in a minimum amount of $10,000,000, (B) the Borrower may make a maximum of, together with any requests for increases in the Revolving Commitments pursuant to clause (i) above, 3 such requests, (C) after giving effect thereto, the sum of the total of the additional Commitments pursuant to this clause (ii) and clause (i) above does not exceed $50,000,000, (D) the Administrative Agent has approved the identity of any such new Lender, such approval not to be unreasonably withheld, (E) any such new Lender assumes all of the rights and obligations of a “Lender” hereunder, and (F) the procedures described in Section 2.09(f) below have been satisfied. Nothing contained in this Section 2.09 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its applicable Commitment hereunder at any time. (f) Any amendment hereto for such an increase or addition shall be in form and substance satisfactory to the Administrative Agent and shall only require the written signatures of the Administrative Agent, the Borrower and each Lender being added or increasing its Revolving Commitment or Term Loan, as applicable. As a condition precedent to such an increase or addition, the Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party signed by an authorized officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the Borrower, certifying that, before and after giving effect to such increase or addition, (1) the representations and warranties (g) On the effective date of any such increase or addition (i) with respect to Revolving Commitments, (A) any Lender increasing (or, in the case of any newly added Lender, extending) its Revolving Commitment shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase or addition and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its revised Applicable Percentage of such outstanding Revolving Loans, and the Administrative Agent shall make such other adjustments among the Lenders with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect such reallocation and (B) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase (or addition) in the Revolving Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.03) and (ii) with respect to the Term Loan, any Lender increasing (or, in the case of any newly added Lender, extending its Term Commitment) its Term Loan shall make a Term Loan to the Borrower in the amount of such increase or extension in immediately available funds. The deemed payments made pursuant to clause (B) of clause (i) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each EurodollarTerm Benchmark Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods. Within five (5) Business Days after the effective date of any increase or addition, the Administrative Agent shall, and is hereby authorized and directed to, revise the Commitment and Outstanding Term Loan Schedule to reflect such increase or addition and shall distribute such revised Commitment and Outstanding Term Loan Schedule to each of the Lenders and the Borrower, whereupon such revised Commitment and Outstanding Term Loan Schedule shall replace the old Commitment and Outstanding Term Loan Schedule and become part of this Agreement.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Facility Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Facility Maturity Date. The parties hereto acknowledge that the Tranche B Term Loan Commitments shall will terminate upon the making of the Term Loans at 5 p.m. New York City time on the Effective Closing Date. (b) The Borrower may at any time, without premium or penalty, time terminate, or from time to time 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 $1,000,000 1.0 million and not less than $20,000,000 5.0 million (or, if less, the remaining amount of the Revolving Facility Commitments) and (ii) the Borrower shall not terminate or reduce the Revolving Facility Commitments if, after giving effect to any concurrent prepayment of the Revolving Facility Loans in accordance with Section 2.11, any Lender’s the Revolving Facility Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving Facility Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)notice, the Administrative Agent shall advise the Revolving 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, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, 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 under any Facility shall be made ratably among the Revolving Lenders in accordance with their respective Revolving CommitmentsCommitments under such Facility.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on the Effective Date. (b) The Borrower may at any time, without premium or penalty, time terminate, or 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 not less than $20,000,000 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 in accordance with Section 2.11this Agreement, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)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, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, 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 Except as provided in paragraph (d) below, each reduction of the Commitments shall be made ratably among the Revolving Lenders in accordance with their respective Revolving Commitments. (d) In the event the Borrower is entitled to replace a non-consenting Lender pursuant to Section 9.02(c), the Borrower shall have the right, upon five Business Days' written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to terminate the entire Commitment of such Lender, so long as (i) all Loans, together with accrued and unpaid interest, fees and other amounts owing to such Lender are repaid pursuant to Section 2.10(f) concurrently with the effectiveness of such termination and (ii) the consents required by Section 9.02(c) in connection with the prepayment shall have been obtained, and at such time, such Lender shall no longer constitute a "Lender" for purposes of this Agreement, except with respect to Sections 2.14, 2.15, 2.16 and 9.03 (other than Section 9.03(c)) of this Agreement, which shall survive as to such Lender.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving 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 Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on the Effective Revolving Maturity Date. (b) The Cayman Borrower may at any timeand the U.S. Borrower, as applicable, may, without premium or penalty, at any time terminate, or from time to time 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 and not less than $20,000,000 5,000,000 and (ii) the Cayman Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving Commitments. (c) The applicable Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)87 80 notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by either of the Borrower Borrowers pursuant to this Section shall be irrevocable; , provided that a notice of termination of the Revolving Commitments delivered by the Cayman Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Cayman Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Revolving Lenders in accordance with their respective Revolving CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on the Effective Termination Date. (b) Upon the occurrence of a Change in Control, the Administrative Agent shall, at the request of the Required Lenders, by notice to the Borrowers, terminate the Commitments and thereupon the Commitments shall terminate immediately. (c) The Borrower Borrowers may at any time, without premium or penalty, time terminate, or 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 not less than $20,000,000 10,000,000 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 2.112.9, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after L/C Commitments will be reduced proportionately with any termination reduction of the Revolving Commitments. (cd) The Borrower Borrowers shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (bc) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Borrower Borrowers pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments Credit Agreement ---------------- 22 delivered by the Borrower Borrowers may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Borrowers (by notice to the Administrative Agent, which notice may be provided by e-mail, 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 Revolving Lenders in accordance with their respective Revolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on the Effective Credit Termination Date. (b) The Borrower may may, upon notice to the Administrative Agent pursuant to Section 2.06(c), at any time, without premium or penalty, time terminate, or 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 not less than $20,000,000 and 10,000,000, (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.112.08, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the aggregate Revolving Credit Exposures of all Lenders would exceed the total Revolving Commitments. The Term Loans may continue aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to remain outstanding after any termination reduction of the Revolving aggregate Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)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, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, 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 Revolving Lenders in accordance with their respective Revolving CommitmentsApplicable Percentage. All fees accrued until the effective date of any termination of the Commitments shall be paid on the effective date of such termination.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Maturity Date. The Term Loan Commitments shall terminate upon at the making end of the Term Loans Loan Funding Period and the Revolving Commitments shall terminate on the Effective Maturity Date. (b) A Lender’s Term Loan Commitment shall be reduced on the date of each Term Loan Borrowing by the amount of the Term Loan funded by such Lender on such date. (c) The Borrower may at any time, without premium or penalty, time terminate, or from time to time reduce, the Revolving CommitmentsCommitments of either Class; provided that (i) each reduction of the Revolving 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 25,000,000 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 2.112.09, any Lender’s the total Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving Commitments. (cd) The Borrower shall notify the Administrative Agent in writing of any election to terminate or reduce the Revolving Commitments of either Class under paragraph (bc) of this Section at least three 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 (but in no event later than the effective date thereof)such notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of either Class shall be permanent. Each reduction of the Commitments of either Class shall be made ratably among the Revolving Lenders in accordance with their respective Revolving CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Term Commitments shall terminate at 5:00 p.m., 3:00 p.m. (New York City time) on March 19, 2011 and (ii) all other Commitments shall terminate on the Revolving Credit Maturity Date. The Term Loan Commitments shall terminate upon the making of the Furthermore, any Term Loans funded hereunder shall permanently reduce and terminate, on a dollar for dollar basis, the Effective Dateaggregate Term Commitments by a like amount. (b) The Borrower may at any time, without premium or penalty, time terminate, or from time to time reduce, the Revolving General Partnership Commitments, the Working Capital Commitments or the Term Commitments; provided that (i) each reduction of the Revolving applicable 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 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving applicable Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or (1) the sum of the Revolving Credit Exposures would exceed the total Aggregate Revolving Commitments. The Term Loans may continue to remain outstanding after any termination Commitment, (2) the sum of the Revolving General Partnership Credit Exposures would exceed the total General Partnership Commitments or (3) the sum of the Working Capital Exposures would exceed the total Working Capital Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving applicable Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)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 applicable Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving applicable Commitments shall be permanent. Each reduction of any of the Commitments shall be made ratably among the Revolving applicable Lenders in accordance with their respective Revolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving 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, in each case as then in effect. The Term Loan Notwithstanding the foregoing, all the Commitments and the LC Commitment shall terminate upon be automatically terminated at 5:00 p.m., New York City time, on December 2, 2004, if the making of the Term Loans on the Effective DateClosing Date has not occurred by such time. (b) The Upon at least three Business Days' prior irrevocable written or telecopy notice to the Administrative Agent, the Borrower may at any time, without premium or penalty, time in whole permanently terminate, or from time to time in part permanently reduce, the Revolving Credit Commitments; provided provided, however, that (i) each partial reduction of the Revolving such Commitments shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than in a minimum principal amount of $20,000,000 3,000,000 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 2.11, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election be permitted to terminate or reduce the Revolving Credit Commitments under paragraph (b) of this Section at least three Business Days prior to if, as the effective date result of such termination or reduction, specifying such election and (A) the effective date thereof. Promptly following receipt LC Commitment would exceed the aggregate remaining amount of any notice (but in no event later than the effective date thereof), the Administrative Agent shall advise the Revolving Lenders of Credit Commitments or (B) the contents thereofRevolving Credit Utilization would exceed the aggregate remaining Revolving Credit Commitments. Each notice delivered The LC Commitments may be voluntarily terminated or reduced by the Borrower pursuant to this as provided in Section shall be irrevocable; provided that a notice of termination of 3.07. (c) Each reduction in the Revolving Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent. Each reduction of the Commitments hereunder shall be made ratably among the Revolving applicable Lenders in accordance with their respective Revolving Credit Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Revolving Credit Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction. (d) Nothing in this Section 2.09 shall prejudice any rights that the Borrower may have against any Lender that fails to lend as required hereunder prior to the date of termination of any Commitment.

Termination and Reduction of Commitments. (a) The Initial Term Loan Commitments terminated on the Closing Date. Immediately following the making of the Second Term Loans, the Second Term Loan Commitments shall be terminated on the Effective Date and shall not be reinstated. Unless previously terminated, the Revolving Credit Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on the Effective Date. (b) The Borrower may at any time, without premium or penalty, time terminate, or 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 $1,000,000 100,000 and not less than $20,000,000 500,000 and (ii) the Borrower shall not terminate or reduce the Revolving Credit Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.112.10, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or the sum Dollar Equivalent of the total Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving Credit Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Credit Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)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, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, 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. Each reduction of the Revolving Credit Commitments shall be made ratably among the Revolving Lenders in accordance with their respective Revolving Credit Commitments.

Termination and Reduction of Commitments. (a) The Term Loan Commitments shall terminate at 5:00 p.m. New York, New York time on the Closing Date. (b) Unless previously terminated, the Revolving Credit Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Credit Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on the Effective Date. (bc) The Borrower may at any time, without premium or penalty, time terminate, or from time to time reduce, the Total Revolving Credit Commitment or the Letter of Credit Commitments, in whole or in part; provided that (i) each partial reduction of the Total Revolving Credit Commitment or the Letter of Credit Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $20,000,000 and 5,000,000, (ii) the Borrower shall not terminate or reduce the Total Revolving Commitments Credit Commitment if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.112.10, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the total Revolving Credit Exposures would exceed the Total Revolving Credit Commitment, as so reduced and (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if, after giving effect to such a termination or reduction (A) the total Revolving LC Exposure would exceed the total LC Commitments. The Term Loans may continue to remain outstanding after , as so reduced or (B) the LC Exposure of any termination Issuing Bank would exceed its Letter of the Revolving CommitmentsCredit Commitment. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Total Revolving Credit Commitment or the Letter of Credit Commitments under paragraph (bSection 2.08(c) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)notice, the Administrative Agent shall advise the Revolving 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 Total Revolving Credit Commitment or the Letter of Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or other event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Total Revolving Credit Commitment or the Letter of Credit Commitments shall be permanent. Each Except as expressly provided in Section 2.20, each reduction of the Commitments Total Revolving Credit Commitment shall be made ratably among the Revolving Credit Lenders in accordance with their respective Revolving CommitmentsCredit Commitment Percentages.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on the Effective Date. (b) The Borrower may at any time, without premium or penalty, time terminate, or 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 not less than $20,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.112.10, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or the sum of (i) all Lenders' Revolving Loan Advances (including any Revolving Loan Advances to be made but not yet made pursuant to a Request for Advance) outstanding at any time plus (ii) the Revolving Credit Exposures LC Obligations of all Lenders at such time plus (iii) all Lenders' Swing Line Advances to Borrower plus (iv) all Lenders' Competitive Bid Advances outstanding at such time, would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three 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 (but in no event later than the effective date thereof)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, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, 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 Revolving Lenders in accordance with their respective Revolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on the Effective Date. (b) The Borrower may at any time, without premium or penalty, terminate, or 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 not less than $20,000,000 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 2.11, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)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, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, 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. (d) The parties hereto acknowledge that the Tranche A Commitments, the Tranche B Commitments, the Tranche C Commitments and the Tranche D Commitments have terminated.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate on the Revolving Maturity Date; provided, however, that all the Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on February 15, 2005, if the Effective DateDate shall not have occurred prior to such time. (b) The Borrower may at any time, without premium or penalty, time terminate, or from time to time reduce, the Revolving CommitmentsCommitments of any Class; provided provided, however, 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 that is a Borrowing Multiple and not less than $20,000,000 the Borrowing Minimum with respect to 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 2.112.10, any Lender’s the aggregate Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the aggregate Available Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three 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 (but in no event later than the effective date thereof)notice, the Administrative Agent shall advise the Revolving applicable Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided provided, however, that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Revolving applicable Lenders in accordance with their respective Revolving CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, the New Revolving Facility Commitments shall terminate at 5:00 p.m., New York City time, on the New Revolving Facility Maturity Date. The parties hereto acknowledge that the New Term Loan Commitments shall will terminate upon the making of the Term Loans at 5 p.m. New York City time on the Amendment Effective Date. (b) The Borrower may at any time, without premium or penalty, time terminate, or from time to time 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 $1,000,000 1.0 million and not less than $20,000,000 5.0 million (or, if less, the remaining amount of the New Revolving Facility Commitments) and (ii) the Borrower shall not terminate or reduce the New Revolving Facility Commitments if, after giving effect to any concurrent prepayment of the New Revolving Facility Loans in accordance with Section 2.11, any Lender’s the New Revolving Facility Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total New Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving Facility Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the New Revolving Facility Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)notice, the Administrative Agent shall advise the Revolving 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 New Revolving Facility Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, 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 under any Facility shall be made ratably among the Revolving Lenders in accordance with their respective Revolving CommitmentsCommitments under such Facility.

Termination and Reduction of Commitments. (a) The unused portion of the Aggregate Term Loan Commitments shall terminate on the last day of the Availability Period for the Term Facility. In addition, during the Availability Period for the Term Loan Facility, the Borrower may, upon notice to the Administrative Agent, from time to time terminate the unused portion of the Aggregate Term Loan Commitments (in whole or in part). Any such partial reduction shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000. (b) Unless previously terminated, the Revolving Credit Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on the Effective Date. (bc) The Borrower may at any time, without premium or penalty, time terminate, or 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 $1,000,000 500,000 and not less than $20,000,000 1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Credit Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.112.10, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures would exceed the total Aggregate Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving Credit Commitments. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Term Loan Commitments or Revolving Credit Commitments under paragraph paragraphs (ba) or (c) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)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, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, on or prior to the specified effective date) if such condition is not satisfied. Any such termination or reduction of the Revolving Commitments shall be permanent. Each permanent and shall, in the case of any reduction of the Commitments shall a Facility be made ratably among the Revolving Lenders providing such Facility in accordance with their respective Revolving CommitmentsCommitments thereto.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on the Effective Date. (b) The Borrower may at any time, without premium or penalty, time terminate, or 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 $20,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or the Dollar Amount of the sum of the Revolving Credit Exposures would exceed the total Aggregate Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving CommitmentsCommitment. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three (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 (but in no event later than the effective date thereof)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 facilitiesfacilities or other transactions specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, 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 Revolving Lenders in accordance with their respective Revolving 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, the Revolving Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Maturity Date. The Date and (b) the Term Loan Commitments shall terminate upon the making of on the Term Loans on the Effective Date. (b) Loan Commitment Expiry Date as provided in Section 2.01(b). The Borrower may at any time, without premium or penalty, time terminate, or from time to time reduce, the Revolving CommitmentsCommitments under a particular Facility; 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 $20,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the U.S. Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or the sum of the U.S. Revolving Credit Exposures would exceed the total U.S. Revolving Commitments and (iii) the Borrower shall not terminate or reduce the Multicurrency Revolving Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, the Dollar Amount of the sum of the Multicurrency Revolving Credit Exposures would exceed the total Multicurrency Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof)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, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, which notice may be provided by e-mail, 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 under a particular Facility shall be made ratably among the Revolving Lenders in accordance with their respective Revolving CommitmentsCommitments under such Facility.

Termination and Reduction of Commitments. (a) Unless Except as otherwise expressly provided herein, unless previously terminated, the 2018 Revolving Commitments shall terminate at 5:00 p.m., New York City time, on the Maturity Date for the 2018 Revolving Maturity Date. The Term Loan Commitments, and the 2019 Revolving Commitments shall terminate upon the making of the Term Loans on the Effective DateMaturity Date for the 2019 Revolving Commitments. (b) The Borrower FCX may at any time, without premium or penalty, time terminate, or from time to time reduce, the 2018 Revolving Commitments, the 2019 Revolving Commitments or the Swingline 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 $20,000,000 5,000,000 and (ii) the Borrower FCX shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans and provision of cash collateral, in each case in accordance with Section 2.112.10(b), any Lender’s the aggregate Revolving Credit Exposures (excluding the LC Exposure would exceed its Revolving Commitment or the sum of the Revolving Credit Exposures with respect to which cash collateral has been provided in accordance with Section 2.10(b)) would exceed the total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving Commitments. (c) The Borrower FCX shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section Section, at least 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 (but in no event later than the effective date thereof)notice, the Administrative Agent shall advise the Revolving 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 facilitiesfinancings or of asset dispositions, in which case such notice may be revoked by the Borrower FCX (by notice to the Administrative Agent, which notice may be provided by e-mail, 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 2018 Revolving Commitments or the 2019 Revolving Commitments shall be made ratably among the Revolving Lenders in accordance with the amounts of their respective individual 2018 Revolving Commitments or 2019 Revolving Commitments, respectively.