Common use of Termination and Reduction of Commitments Clause in Contracts

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) , after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof), the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) on or prior to the specified effective date if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving Facility Commitments shall terminate on the Revolving Maturity Date. The parties hereto acknowledge that the Term Loan Commitments will terminate at 5 p.m. New York City time on the Closing Date. (b) The relevant Borrower may at any time terminate, or from time to time reduce, the Commitments of under any ClassFacility; provided that (i) each reduction of the Commitments of under any Class Facility shall be in an amount that is an integral multiple of $500,000 U.S.$1.0 million and not less than $5,000,000 U.S.$2.0 million (or, if less, the remaining amount of the Revolving Facility Commitments) and (ii) the no Borrower shall not terminate or reduce the Revolving Facility Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Facility Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof)accordance with Section 2.11, the aggregate Revolving Exposures Facility Credit Exposure would exceed the aggregate total Revolving Facility Commitments. (c) The relevant Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments under paragraph (b) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the a Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Facility Commitments delivered by the a Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case such notice may be revoked by the such Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of under any Class Facility shall be made ratably among the Lenders in accordance with their respective Commitments of under such ClassFacility.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving all Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminateterminate the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit as of such date), (iii) the payment in full of the accrued and unpaid fees, and (iv) the payment in full of all reimbursable expenses and other Obligations (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce, reduce the Commitments of any ClassRevolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $5,000,000 1,000,000, and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to accordance with Section 2.10, the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% sum of the outstanding amount of the applicable LC Exposure in respect thereof), the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section 2.08 at least three (3) two Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, facilities or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Controlother refinancing, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Term Commitments shall automatically terminate at 5:00 p.m., New York City time, upon the making of the Term Loans on the Closing Date and (ii) the Revolving Credit Commitments shall terminate on the Revolving Credit Maturity Date. (b) The Upon delivering the notice required by Section 2.08(d), the Borrower Representative may at any time terminateterminate the Revolving Credit Commitments upon (i) the payment by the Borrowers in full in Cash of all outstanding Revolving Loans and Swingline Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a Cash deposit (or if reasonably satisfactory to the Administrative Agent and the applicable Issuing Bank, a backup standby letter of credit) equal to 103% of the LC Exposure as of such date) and (iii) the payment in full of all accrued and unpaid fees and all reimbursable expenses and other non-contingent Obligations with respect to the Revolving Facility then due, together with accrued and unpaid interest (if any) thereon. (c) Upon delivering the notice required by Section 2.08(d), the Borrower Representative may from time to time reduce, reduce the Commitments of any ClassRevolving Credit Commitments; provided that (i) each reduction of the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $5,000,000 1,000,000 and (ii) the Borrower Representative shall not terminate or reduce the Revolving Credit Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization or repayment of outstanding Letters of Credit Swingline Loans in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof)accordance with Section 2.09 or Section 2.10, the aggregate Aggregate Revolving Exposures Credit Exposure would exceed the aggregate Total Revolving CommitmentsCredit Commitment. (cd) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Credit Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Controltransactions, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Revolving Credit Commitments of any Class pursuant to this Section 2.08 shall be permanent. Each Upon any reduction of the Commitments Revolving Credit Commitments, the Revolving Credit Commitment of any Class each Revolving Lender shall be made ratably among the Lenders in accordance with their respective Commitments reduced by such Revolving Lender’s Applicable Percentage of such Classreduction amount.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower FCX may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $5,000,000 and 5,000,000, (ii) the Borrower FCX shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Loans and/or and provision of cash collateralization of outstanding Letters of Credit collateral, in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and each case in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereofaccordance with Section 2.10(b), the aggregate Revolving Exposures (excluding the LC Exposure with respect to which cash collateral has been provided in accordance with Section 2.10(b)) would exceed the aggregate total Revolving Commitments, and (iii) FCX shall not terminate or reduce the Revolving Commitments unless it has obtained the prior approval required therefor under Section 6.11(b) of the Parent Credit Agreement. (c) The Borrower FCX shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 Section, at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election or reduction and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower FCX pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower FCX may state that such notice is conditioned upon the effectiveness of other credit facilities, financings or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Controlasset dispositions, in which case such notice may be revoked by the Borrower FCX (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with the amounts of their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving all Commitments shall terminate on the Revolving Maturity Date. (a) The Borrower may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loans together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit reasonably satisfactory to the Administrative Agent) equal to 103% of the LC Exposure as of such date), (iii) the furnishing to the Administrative Agent of a cash deposit (or a standby letter of credit reasonably satisfactory to the Administrative Agent) equal to 103% of the Floorplan Loan Exposure as of such date, (iv) the payment in full of the accrued and unpaid fees, and (v) the payment in full of all reimbursable expenses and other Obligations (including Floorplan Loan Payments) together with accrued and unpaid interest thereon. (b) The Borrower may at any time terminate, or from time to time reduce, reduce the Commitments of any ClassRevolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $5,000,000 1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative AgentA) , after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.04(b), the sum of the Revolving Loans and/or cash collateralization Exposures (excluding Floorplan Loan Exposure) plus the Floorplan Collateral Block would exceed the lesser of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank total Revolving Commitments and the Administrative Agent and in a face amount equal Borrowing Base or (B) after giving effect to 103% of such reduction, the outstanding aggregate amount of the applicable LC Exposure in respect thereof), the aggregate Lenders’ Revolving Exposures would exceed the aggregate Revolving CommitmentsCommitments is less than $250,000,000. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Revolving Commitments shall automatically terminate on the Maturity Date. The Term Loan Commitments shall automatically terminate at 5:00 p.m., New York City Houston time, on the Closing Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Effective Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassRevolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Loans and/or in accordance with Section 2.10, the Revolving Credit Exposure would exceed the total Revolving Commitments; provided that for purposes of this paragraph, the LC Exposure shall be deemed to be zero if there exists either cash collateralization collateral equal to 105% of outstanding Letters the LC Exposure or one or more back-up letters of Credit credit for the benefit of each applicable Issuing Bank in a manner reasonably form and substance and issued by issuer(s) satisfactory to each such Issuing Bank in its sole discretion. Upon the provision of such cash collateral or back-up letters of credit and the payment in full of all Obligations, then the Revolving Lenders shall be released from their obligations under Section 2.05(d), and all letter of credit fees accruing after the termination of the Revolving Commitments shall be for the account of the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof), the aggregate Revolving Exposures would exceed the aggregate Revolving CommitmentsBanks. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the 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, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Revolving Commitments of any Class shall be made ratably among the Revolving Lenders in accordance with their respective Commitments of such ClassRevolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date, (ii) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Effective Date and (iiiii) the Revolving Commitments shall terminate on at the start of the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; , provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $5,000,000 1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof)accordance with Section 2.11, the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (bSection 2.08(b) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; , provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, facilities or the closing consummation of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Controlany other event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Initial Term Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $5,000,000 1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit or Swingline Loans in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof)accordance with Section 2.11, the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments; provided further, that (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments at its direction (including, for the avoidance of doubt, to the Commitments with respect to any Class of Extended Revolving Commitments without any termination or reduction of the Commitments with respect to any existing Revolving Commitments of the same specified original Revolving Commitment Class) and (2) in connection with the establishment on any date of any Extended Revolving Commitments pursuant to Section 2.21, the original Revolving Commitments of any one or more Lenders providing any such Extended Revolving Commitments on such date shall be reduced in an amount equal to the amount of specified original Revolving Commitments so extended on such date (or, if agreed by the Borrower and the Lenders providing such Extended Revolving Commitments, by any greater amount so long as the Borrower prepays the original Revolving Loans of such Class owed to such Lenders providing such Extended Revolving Commitments to the extent necessary to ensure that after giving effect to such repayment or reduction, the original Revolving Loans of such Class are held by the Lenders of such Class on a pro rata basis in accordance with their original Revolving Commitments of such Class after giving effect to such reduction). (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least three (3) one Business Days Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) on or prior to the specified effective date if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders within such Class in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Initial Term Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) ), after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof), the aggregate Revolving Exposures of any Class would exceed the aggregate Revolving CommitmentsCommitments of such Class. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) on or prior to the specified effective date if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Term Loan Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Effective Date and (ii) all the Revolving Commitments shall terminate on the Revolving Credit Maturity Date. (b) The Borrower may at any time terminate, or terminate the Revolving Commitments upon the Payment in Full of the Secured Obligations. (c) The Borrower may from time to time reduce, reduce the Commitments of any ClassRevolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 250,000 and not less than $5,000,000 250,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof)accordance with Section 2.11, the aggregate Aggregate Revolving Exposures Exposure would exceed the aggregate Revolving Commitments. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) or (c) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Revolving Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassRevolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminatedterminated or extended, (i) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time time, without premium or penalty, terminate, or from time to time reduce, the Commitments of any Class; , provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $5,000,000 and (ii) the Borrower shall not terminate or reduce the any Class of Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) extent that, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of such Class in accordance with Section 2.11, the aggregate Revolving Exposure (calculated using the Exchange Rate in effect as of the date of the proposed termination or reduction) of such Class (excluding the portion of the Revolving Exposure attributable to outstanding Letters of Credit in a manner reasonably if and to the extent that the Borrower has Cash Collateralized such Letters of Credit or made other arrangements satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal with respect to 103% such Letters of the outstanding amount of the applicable LC Exposure in respect thereof), the aggregate Revolving Exposures Credit) would exceed the aggregate Revolving CommitmentsCommitments of such Class. (c) The Borrower shall notify the Revolving Facility Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least three (3) one Business Days Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Revolving Facility Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; , provided that a notice of termination of the Revolving Commitments of any Class delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities, facilities or the closing receipt of a refinancing transaction, a sale proceeds from the issuance of all other Indebtedness or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Controlany other specified event, in which case such notice may be revoked by the Borrower (by notice to the Revolving Facility Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. (d) The Borrower, in its sole discretion, shall have the right, but not the obligation, at any time so long as no Event of Default has occurred and is continuing, upon at least one Business Day’s notice to a Defaulting Lender (with a copy to the Revolving Facility Administrative Agent), to terminate in whole such Defaulting Lender’s Commitment; provided that, after giving effect to such termination, the aggregate Revolving Exposure of all Revolving Lenders does not exceed the aggregate Revolving Commitments. Such termination shall be effective with respect to such Defaulting Lender’s unused portion of its Commitment on the date set forth in such notice. No termination of the Commitment of a Defaulting Lender shall be deemed a waiver or release of any claim the Borrower, the Revolving Facility Administrative Agent, the Issuing Bank or any Lender may have against the Defaulting Lender.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) each of the Revolving Commitments and the Tranche B A Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on September 30, 2013, if the Effective Date shall not have occurred by such time, (ii) the Revolving Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date, (iii) the Tranche A Term Commitments shall automatically terminate immediately following the making of the Tranche A Term Loans on the Effective Date, and (iv) each Class of Commitments established pursuant to Section 2.23 or 2.24 shall terminate at the time specified therefor in the applicable Extension Agreement or Refinancing Facility Agreement. (b) The Borrower Company may at any time terminate, or from time to time permanently reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $5,000,000 and (ii) the Borrower Company shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Loans, Swingline Loans and/or cash collateralization of outstanding Letters of Credit or Protective Advances in a manner reasonably satisfactory to accordance with Section 2.12, (A) the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Aggregate Revolving Total Exposure in respect thereof), the aggregate Revolving Exposures would exceed the aggregate Aggregate Revolving CommitmentsCommitment. (c) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered by the Borrower under paragraph (b) of this Section may state that such notice is conditioned upon the effectiveness occurrence of other credit facilities, one or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Controlmore events specified therein, in which case such notice may be revoked by the Borrower Company (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminatedterminated or extended pursuant to the terms and conditions hereof, (i) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving all Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminatetime, without (subject to Section 2.16) premium or penalty, terminate the Commitments upon (i) the payment in full of all outstanding Loans (including any Swingline Loans), together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (together with a security interest therein) (or at the discretion of the Administrative Agent a backup standby letter of credit satisfactory to the Administrative Agent and the applicable Issuing Bank) in an amount equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon (other than Unliquidated Obligations). (c) The Borrower may from time to time reducetime, without (subject to Section 2.16) premium or penalty, reduce the Commitments of any ClassCommitments; provided provided, that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1.0 million and not less than $5,000,000 5.0 million (or if less, the aggregate amount of the outstanding Commitments), and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof)accordance with Section 2.11, the aggregate Revolving Exposures Aggregate Credit Exposure would exceed the aggregate Revolving CommitmentsCommitments of all Lenders. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph clause (b) or (c) of this Section 2.08 2.09 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 2.09 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, facilities or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Controlevents, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Term Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 250,000 and not less than $5,000,000 and 250,000, unless such amount represents all of the remaining Commitments of such Class, (ii) the Borrower shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit or Swingline Loans in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof)accordance with Section 2.11, the aggregate Revolving Exposures Exposure would exceed the aggregate Revolving Commitments of all Lenders and (iii) if, after giving effect to any reduction of the Revolving Commitments, the Letter of Credit Sublimit exceeds the aggregate amount of Revolving Commitments of all Lenders, the Letter of Credit Sublimit shall be automatically reduced by the amount of such excess. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered by the Borrower under paragraph (b) of this Section may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities, facilities or the closing receipt of a refinancing transaction, a sale proceeds from the issuance of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Controlother Indebtedness, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, The Initial Revolving Credit Commitments shall automatically terminate on the Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the Tranche B termination of the Initial Revolving Credit Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving Commitments shall terminate on date that is five Business Days prior to the Revolving Maturity Date. (b) The Upon at least three Business Days’ prior written or fax notice to the Administrative Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Commitments of any ClassRevolving Credit Commitments; provided provided, however, that (i) each partial reduction of each of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than in a minimum amount of $5,000,000 3,000,000 and (ii) the Borrower Total Revolving Credit Commitment shall not terminate or reduce be reduced to an amount that is less than the Aggregate Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to Credit Exposure at the Issuing Bank and the Administrative Agent) time; provided, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof)further, the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 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 may be conditioned upon the effectiveness of other credit facilities, facilities or the closing receipt of a refinancing proceeds or the issuance of debt or the occurrence of any other transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case case, such notice may be revoked by the Borrower (by notice to the Administrative Agent) on or prior to the specified effective date if such condition other credit facilities do not become effective, such proceeds are not received, such debt is not satisfiedissued or such other transaction is not consummated. Any termination or The Administrative Agent shall promptly advise the Lenders of any notice given (and the contents thereof) pursuant to this Section 2.09. (c) Each reduction of in the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments; provided that if at any time more than one Class of Revolving Credit Commitments are outstanding, any such reduction or termination shall be allocated ratably according to the Pro Rata Percentages of each Lender without regard to the Class of Revolving Credit Commitments held by such Lender (unless the Incremental Assumption Agreement or the Refinancing Amendment creating any additional Class of Revolving Credit Commitments provides that the Revolving Credit Commitments maturing at an earlier date than such additional Revolving Credit Commitments may be reduced or terminated on a greater than pro rata basis, in which case such Revolving Credit Commitments shall be reduced or terminated according to the terms thereof). The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees (if any) on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such Classtermination or reduction.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Term A Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Effective Date and (ii) all the Revolving Commitments shall terminate on the Revolving Credit Maturity Date. (b) The Borrower may at any time terminate, without premium or penalty terminate the Revolving Commitments upon the Payment in Full of the Secured Obligations. (c) The Borrower may from time to time reduce, without premium or penalty reduce the Commitments of any ClassRevolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $5,000,000 500,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof)accordance with Section 2.11, the aggregate Aggregate Revolving Exposures Exposure would exceed the aggregate Revolving Commitments, provided that the Borrower may not reduce the Revolving Commitment below $5,000,000 without terminating the entire Revolving Commitment. (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 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 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 occurrence or non-occurrence of any event specified therein (including the consummation of an acquisition, sale or other similar transaction, or the receipt of proceeds from the incurrence or issuance of Indebtedness or Equity Interests or the effectiveness of other credit facilities, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassRevolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Term Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; , provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $5,000,000 500,000 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 (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof)accordance with Section 2.11, the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments. (c) The Administrative Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least three one (31) Business Days Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Administrative Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Administrative Borrower may state that such notice is conditioned upon the effectiveness of other any credit facilities, facilities or the closing of a refinancing transaction, a sale of all or substantially all receipt of the assets proceeds from the issuance of other Indebtedness or the Borrower occurrence of some other identifiable and its Subsidiaries specified event or a Change of Controlcondition, in which case such notice may be revoked or extended by the Administrative Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date of termination) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of (x) the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassClass and (y) the Revolving Commitments shall be made to any Class of Revolving Commitment as directed by the Administrative Borrower (including to any Class of existing or extended Revolving Commitments).

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Term B‑1 Commitments shall terminate at 5:00 p.m., New York City time, on the Closing RestatementAmendment No. 1 Effective Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Commitment Termination Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; , provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $5,000,000 1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof)accordance with Section 2.11, the aggregate Revolving Exposures would exceed the aggregate Total Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, facilities or the closing of a refinancing transaction, a sale of all or substantially all receipt of the assets proceeds from the issuance of other Indebtedness or the Borrower and its Subsidiaries occurrence of some other identifiable event or a Change of Controlcondition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date of termination) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Term Loan Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the all Revolving Commitments shall terminate on the Revolving Credit Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassRevolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $5,000,000 1,000,000, (or, if less, the remaining amount of such Commitments) and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of in accordance with Section 2.10 and Cash Collateralization (or other backstop in respect of) outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof)Credit, the aggregate total Revolving Credit Exposures would exceed the aggregate total Revolving Commitments. (c) The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy or transmission by electronic communication in accordance with Section 9.01(b)) of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least not later than 1:00 p.m., New York City time, three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, facilities or instruments of Indebtedness or the closing occurrence of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Controlany other specified event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each Subject to Section 2.20(d), each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $5,000,000 1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit or Swingline Loans in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof)accordance with Section 2.11, the aggregate Aggregate Revolving Exposures Exposure would exceed the aggregate Aggregate Revolving CommitmentsCommitment. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered by the Borrower under paragraph (b) of this Section may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities, facilities or the closing receipt of a refinancing transaction, a sale proceeds from the issuance of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Controlother Indebtedness, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reducereduce pro rata, the Commitments of any Classas specified in the notice set forth in (c) below; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $5,000,000 10,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to accordance with Section 2.11, (i) the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% sum of the outstanding amount of the applicable LC Exposure in respect thereof), the aggregate Revolving Credit Exposures would exceed the aggregate Revolving total Commitments, (ii) the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereofthereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitments. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanentpermanent and such Commitments shall not be reinstated. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.

Termination and Reduction of Commitments. (a) Unless previously terminatedterminated or extended pursuant to the terms and conditions hereof, (i) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving all Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminatetime, without (subject to Section 2.16) premium or penalty, terminate the Commitments upon (i) the payment in full of all outstanding Loans (including any Swingline Loans), together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a backup standby letter of credit satisfactory to the Administrative Agent and the applicable Issuing Bank) in an amount equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reducetime, without (subject to Section 2.16) premium or penalty, reduce the Commitments of any ClassCommitments; provided provided, that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1 million and not less than $5,000,000 5 million, and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof)accordance with Section 2.11, the aggregate Revolving Exposures Aggregate Credit Exposure would exceed the aggregate Revolving CommitmentsCommitments of all Lenders. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph clause (b) or (c) of this Section 2.08 2.09 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 2.09 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, facilities or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Controlevents, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Commitments Closing Date Term Loan Commitment shall terminate at 5:00 p.m., New York City time, on the Effective Date immediately after the funding of the Closing Date Term Loans on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassRevolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is (x) an integral multiple of $500,000 250,000 and not less than $5,000,000 500,000 or (y) such lesser amount constituting the remaining undrawn Revolving Commitments and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to accordance with Section 2.11, the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% sum of the outstanding amount total Revolving Credit Exposures of the applicable LC Exposure in respect thereof), the aggregate all Revolving Exposures Lenders would exceed the aggregate total Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section 2.08 2.09 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 2.09 shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, facilities or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Controltransactions, in which case such notice may be revoked or extended by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Revolving Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Construction Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Construction Maturity Date, (ii) the Term Commitments shall terminate at 5:00 p.m., New York City time, on the earlier to occur of (A) the Term Conversion Date Certain and (iiB) the Term Conversion Date (after giving effect to any Term Loans required to be made on such date) and (iii) the Revolving Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of under any ClassFacility; provided that (i) each reduction of the Commitments of under any Class Facility shall be in an amount that is an integral multiple of $500,000 and not less than $5,000,000 100,000 (or, if less, the remaining amount of the applicable Commitments) and (ii) (A) the Borrower shall not voluntarily terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of Revolving Loans in accordance with Section 2.11, the Revolving Loans and/or cash collateralization Facility Exposure would exceed the total Revolving Commitments, (B) the Borrower shall not voluntarily terminate or reduce the Construction Commitments if the remaining Available Unused Commitments in respect of outstanding Letters of Credit the Construction Commitments, together with funds on deposit in the Construction Account and the Local Accounts, could not reasonably be expected to be sufficient to fund all remaining Project Costs through the Term Conversion Date, as set forth in a manner reasonably satisfactory certificate of a Responsible Officer of the Borrower and confirmed by the Independent Engineer and (C) the Borrower shall not voluntarily terminate or reduce the Term Commitments unless, after giving effect to any such termination or reduction, the aggregate outstanding principal amount of the Construction Loans and any remaining Available Unused Commitments in respect of the Construction Commitments shall not exceed the Term Commitments remaining after giving effect to such termination or reduction; provided that, notwithstanding anything in this Agreement to the applicable Issuing Bank and contrary, prior to the Term Conversion Date, the Borrower may reduce or terminate the Construction Commitments from time to time in its sole discretion if Borrower certifies in writing to the Administrative Agent that the Borrower has sufficient funds (taking into account amounts on deposit in the Construction Account and in a face amount equal the Local Accounts, and remaining availability under the Construction Facility) to 103% of the outstanding amount of the applicable LC Exposure in respect thereof), the aggregate Revolving Exposures would exceed the aggregate Revolving Commitmentsachieve Term Conversion notwithstanding such reduction or termination. (c) The Borrower shall reduce or terminate the Construction Commitments (and related Term Commitments) in connection with any mandatory prepayment pursuant to Section 2.11(b)(iv) in an amount equal to the applicable Bolt Disposition Excess Amount (if any). (d) The Borrower shall notify the Administrative Agent in writing of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 above at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 clause (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 facilities, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. . (e) Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of under any Class Facility shall be made ratably among the Lenders in accordance with their respective Commitments of under such ClassFacility.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving Facility Commitments (including, for the avoidance of doubt, with respect to any Swingline Lender, its Swingline Commitments) shall terminate on the Revolving Facility Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Classunder the Revolving Facility; provided that (i) each reduction of the Commitments of any Class under the Revolving Facility shall be in an amount that is an integral multiple of $500,000 1.0 million and not less than $5,000,000 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 (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Facility Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof)accordance with Section 2.11, the aggregate Revolving Exposures Facility Credit Exposure would exceed the aggregate total Revolving Facility Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments under paragraph (b) of this Section 2.08 at least three (3) Business Table of Contents Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Facility Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class under the Revolving Facility shall be made ratably among the Lenders in accordance with their respective Commitments of such Classunder the Revolving Facility.

Termination and Reduction of Commitments. (ai) Unless previously terminated, (i) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Aggregate Revolving Commitments shall terminate on the Revolving Maturity Date; provided, for the avoidance of doubt, (x) on March 1, 2023, the First Amendment Temporary Increase Commitments shall be automatically and permanently reduced and terminated to the extent set forth and as reflected in sub-section (b) of the Commitment Schedule and (y) on the First Amendment Increase Termination Date the First Amendment Temporary Increase Commitments shall be automatically and permanently reduced and terminated in full, as reflected in sub-section (c) of the Commitment Schedule. (bii) The Borrower Borrowers may at any time terminate, or terminate the Aggregate Revolving Commitments upon the Payment in Full of the Secured Obligations. (iii) The Borrowers may from time to time reduce, reduce the Commitments of any ClassAggregate Revolving Commitments; provided that (iA) each reduction of the Aggregate Revolving Commitments of any Class shall be in an amount a Dollar Equivalent that is an integral multiple of $500,000 1,000,000 and not less than $5,000,000 and (iiB) the Borrower Borrowers shall not terminate or reduce the Aggregate Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof)accordance with Section 2.11, the aggregate Aggregate Revolving Exposures Exposure would exceed the aggregate lesser of the Aggregate Revolving CommitmentsCommitment and the Revolving Borrowing Base. (civ) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Revolving Commitments under paragraph (ba)(ii) or (a)(iii) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Aggregate Revolving Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, facilities or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Controlother transactions specified therein, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments of any Class shall be permanent. Each reduction of the Aggregate Revolving Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Revolving Commitments; provided, with respect to the First Amendment Temporary Increase Commitments, any such termination or reduction shall be made ratably only among the Lenders with First Amendment Temporary Increase Commitments, in accordance with their respective First Amendment Temporary Increase Commitments of at such Classtime.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving Facility Commitments shall terminate on the Revolving Facility Maturity Date. The Term Loan Commitments (but not the Additional Term Loan Commitments) shall terminate upon the making of the Term Loans pursuant to Section 2.01. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of under any ClassFacility; provided that (i) each reduction of the Commitments of under any Class Facility shall be in an amount that is an integral multiple of $500,000 1 million and not less than $5,000,000 5 million (or, if less, the remaining amount of any Revolving Facility Commitments) and (ii) the Borrower shall not terminate or reduce the Revolving Facility Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Facility Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof)accordance with Section 2.11, the aggregate Revolving Exposures Facility Credit Exposure would exceed the aggregate total Revolving Facility Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments under paragraph (b) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Facility Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of under any Class Facility shall be made ratably among the Lenders in accordance with their respective Commitments of under such ClassFacility, except as provided in Section 2.22.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving Facility Commitments shall terminate on the Revolving Facility Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassRevolving Facility Commitments; provided that (i) each reduction of the Revolving Facility Commitments of any Class shall be in an amount that is an integral multiple of U.S. $500,000 1,000,000 and not less than U.S. $5,000,000 (or, if less, the remaining amount of the Revolving Facility Commitments), and (ii) the Borrower shall not terminate or reduce the Revolving Facility Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Facility Loans and/or cash collateralization of outstanding Letters of Credit by the Borrower in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof)accordance with Section 2.11, the aggregate Revolving Exposures Facility Credit Exposure would exceed the aggregate total Revolving Facility Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments under paragraph (b) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Facility Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the closing of a refinancing transaction, a sale of all specified effective date) if such condition is not satisfied. Any termination or substantially all reduction of the assets Revolving Facility Commitments shall be permanent; provided that a notice of termination of Revolving Facility Commitments may state that such notice is conditioned upon the Borrower and its Subsidiaries effectiveness of another credit facility or a Change of Controlfacilities as specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Revolving Facility Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassRevolving Facility Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Loans and Swingline Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103105% of the outstanding amount of the applicable LC Exposure in respect thereof), the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) on or prior to the specified effective date if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date, (ii) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Effective Date and (iiiii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time time, without premium or penalty, terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to accordance with Section 2.11, the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% sum of the outstanding amount of the applicable LC Exposure in respect thereof), the aggregate Revolving Exposures would exceed the aggregate total Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Term Loan Commitments shall terminate at 5:00 4:00 p.m., New York City Chicago time, on the Closing Effective Date and (ii) the Revolving all other Commitments shall terminate on the Revolving Credit Maturity Date. (b) The Borrower may at any time terminateterminate the Revolving Commitments upon (i) the payment in full of all outstanding Revolving Loans, together with accrued and unpaid interest thereon and on any Letters of Credit and (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to the LC Exposure as of such date). (c) The Borrower may from time to time reduce, reduce the Commitments of any ClassRevolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) , after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof), the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments5,000,000. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Revolving Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving Maturity Date. The Term Loan Commitments shall terminate upon the making of the Term Loans on the Revolving Maturity Effective Date. (b) The Borrower may at any time time, without premium or penalty, terminate, or from time to time reduce, the Commitments of any ClassRevolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $5,000,000 20,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to accordance with Section 2.11, the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% sum of the outstanding amount of the applicable LC Exposure in respect thereof), the aggregate Revolving Credit Exposures would exceed the aggregate total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section 2.08 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 noticenotice (but in no event later than the effective date thereof), the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) , which notice may be provided by e-mail, on or prior to the specified effective date 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 Commitments of such ClassRevolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Term Commitments shall terminate at 5:00 p.m., New York City Eastern time, on the Closing Effective Date and (ii) all the Revolving Commitments shall terminate on the Revolving Credit Maturity Date. (b) The Borrower Borrowers may at any time terminateterminate the Revolving Commitments upon (i) the payment in full of all outstanding Revolving Loans and LC Disbursements, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a backup standby letter of credit satisfactory to the Administrative Agent and the Issuing Bank) in an amount equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrowers may from time to time reduce, reduce the Commitments of any ClassRevolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $5,000,000 1,000,000 and (ii) the Borrower Borrowers shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof)accordance with Section 2.11, the aggregate Aggregate Revolving Exposures Exposure would exceed the aggregate Revolving Commitments. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) or (c) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassRevolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Commitments InitialAdditional Term Loan CommitmentsB-1 Commitment shall terminate at 5:00 p.m., New York City time, on the Closing Amendment No. 1 Effective Date and (ii) all the Revolving Commitments shall terminate on the Revolving Credit Maturity Date. (b) The Borrower may at any time terminate, or terminate the Revolving Commitments upon the Payment in Full of the Secured Obligations. (c) The Borrower may at any time and from time to time reduce, reduce the Commitments of any ClassRevolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 100,000 and not less than $5,000,000 500,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to accordance with Section 2.11, (x) the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Aggregate Revolving Exposure in respect thereof), the aggregate Revolving Exposures would exceed the aggregate Revolving CommitmentsCommitments or (y) the Revolving Exposure of any Lender would exceed the Revolving Commitment of such Lender. (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 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, facilities or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Controlother transactions specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Revolving Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassRevolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Initial Term Loan Commitments shall automatically terminate at 5:00 p.m., New York City time, upon the making of the InitialOriginal Term Loans on the Closing Date and (ii, (ii) the Initial Euro Term Loan Commitments shall automatically terminate upon the making of the Initial Euro Term Loans on the First Amendment Effective Date and (iii) the Revolving Credit Commitments shall terminate on the Revolving Credit Maturity Date. (b) The Upon delivering the notice required by Section 2.09(d), the Borrower Representative may at any time terminateterminate the Revolving Credit Commitments upon (i) the payment in full in Cash of all outstanding Revolving Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each outstanding Letter of Credit, the furnishing to the Administrative Agent of a Cash deposit in Dollars (or, if reasonably satisfactory to the applicable Issuing Bank, a backup standby letter of credit) equal to 102% of the LC Exposure (minus the Dollar Equivalent of the amount then on deposit in the LC Collateral Account) as of such date) and (iii) the payment in full of all accrued and unpaid fees and all reimbursable expenses and other non-contingent Obligations with respect to the Revolving Facility then due, together with accrued and unpaid interest (if any) thereon. (c) Upon delivering the notice required by Section 2.09(d), the Borrower Representative may from time to time reduce, reduce the Commitments of any ClassRevolving Credit Commitments; provided that (i) each reduction of the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $5,000,000 1,000,000 and (ii) the Borrower Representative shall not terminate or reduce the Revolving Credit Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof)accordance with Section 2.10 or Section 2.11, the aggregate Aggregate Revolving Exposures Credit Exposure would exceed the aggregate Total Revolving CommitmentsCredit Commitment. (cd) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Revolving Credit Commitments under paragraph (b) or (c) of this Section 2.08 2.09 in writing at least three (3) Business Days prior to the effective date of such termination or reductionreduction (or such later date to which the Administrative Agent may agree), specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section 2.08 2.09 shall be irrevocable; provided that a notice of termination of the Revolving Credit Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Controltransactions, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Revolving Credit Commitments of any Class pursuant to this Section 2.09 shall be permanent. Each Upon any reduction of the Commitments Revolving Credit Commitments, the Revolving Credit Commitment of any Class each Revolving Lender shall be made ratably among the Lenders in accordance with their respective Commitments reduced by such Revolving Lender’s Applicable Percentage of such Classreduction amount.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the all Revolving Commitments shall terminate on the Revolving Credit Maturity Date. The Extended Revolving Commitments shall terminate on the respective maturity dates applicable thereto. (b) The Borrower may at any time terminate, or from time to time reduce, the Revolving Commitments of any Class; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $5,000,000 (or, if less, the remaining amount of such Commitments), and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof)accordance with Section 2.10, the aggregate Revolving Exposures (excluding, the portion of the Revolving Exposures attributable to outstanding Letters of Credit, if and to the extent that the Borrower has made arrangements satisfactory to the Administrative Agent and the applicable Issuing Bank with respect to such Letters of Credit, and such Issuing Bank has released the Applicable Participants from their participation obligations with respect to such Letters of Credit) would exceed the lesser of (x) the aggregate Revolving CommitmentsCommitments and (y) the Availability Limit. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, facilities or the closing instruments of a refinancing Indebtedness or other transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Revolving Commitments of any Class shall shall, except as provided in Section 2.20, be made ratably among the Lenders in accordance with their respective Revolving Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminatedreduced or terminated pursuant to this Section 2.03, (i) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving each Issuing Bank’s Commitments shall terminate on the Revolving Maturity Termination Date. If the Closing Date does not occur on or before July 15, 2024, then each Issuing Bank’s Commitments shall terminate on July 15, 2024 at 11:59 p.m. New York City time. (b) The Borrower may at any time terminate, or from time to time reduce, any of the Commitments of any ClassCommitments; provided that that, (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 10,000,000 and not less than $5,000,000 50,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) , after giving effect to any concurrent prepayment USD Equivalent of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof), the aggregate Revolving total Exposures would exceed the aggregate Revolving total Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce any of the Commitments under paragraph (b) of this Section 2.08 2.03 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders applicable Issuing Banks of the contents thereofthereof in writing. Each notice delivered by the Borrower pursuant to this Section 2.08 2.03 shall be irrevocable; provided that that, a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, facilities or the closing of a refinancing capital markets transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction The Borrower shall use its commercially reasonable efforts to the extent practicable (taking into account the currencies of, and jurisdictions where, Issuances are required and the requirements of the beneficiaries of such Issuances) to reduce Commitments of any Class shall be made ratably on a substantially ratable basis among the Lenders in accordance with their respective Commitments Issuing Banks over the life of such Classthis Facility.

Termination and Reduction of Commitments. (a) Unless previously terminated, The Initial U.S. Term Loan Commitment and Cayman Term Loan Commitment shall automatically terminate upon the making of the Term Loans on the Third Restatement Date. The Initial Revolving Credit Commitments shall automatically terminate on the Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the Tranche B termination of the Initial Revolving Credit Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving Commitments shall terminate on date five Business Days prior to the Revolving Credit Maturity Date. (b) The Borrower Upon at least three Business Days’ prior written or fax notice to the Administrative Agent, the Borrowers may at any time in whole permanently terminate, or from time to time in part permanently reduce, the U.S. Term Loan Commitments, the Cayman Term Loan Commitments of any Classor the Revolving Credit Commitments, as applicable; provided provided, however, that (i) each partial reduction of each of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than in a minimum amount of $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 Aggregate Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to Credit Exposure at the Issuing Bank and the Administrative Agent) time; provided, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof)further, the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 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 may be conditioned upon the effectiveness of other credit facilities, facilities or the closing receipt of a refinancing proceeds or the issuance of debt or the occurrence of any other transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case case, such notice may be revoked by the Borrower (by notice to the Administrative Agent) on or prior to the specified effective date if such condition other credit facilities do not become effective, such proceeds are not received, such debt is not satisfiedissued or such other transaction is not consummated. Any termination or The Administrative Agent shall promptly advise the Lenders of any notice given (and the contents thereof) pursuant to this Section 2.09. (c) Each reduction of in the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments; provided that if at any time more than one Class of Revolving Credit Commitments are outstanding, any such reduction or termination shall be allocated ratably according to the Pro Rata Percentages of each Revolving Credit Lender without regard to the Class of Revolving Credit Commitments held by such Revolving Credit Lender (unless the Incremental Assumption Agreement or the Refinancing Amendment creating any additional Class of Revolving Credit Commitments provides that the Revolving Credit Commitments maturing at an earlier date than such additional Revolving Credit Commitments may be reduced or terminated on a greater than pro rata basis, in which case such Revolving Credit Commitments shall be reduced or terminated according to the terms thereof). The U.S. Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees (if any) on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such Classtermination or reduction.

Termination and Reduction of Commitments. (a) Unless previously terminatedThe Term Loan Commitments (other than any Incremental Term Loan Commitments, (iwhich shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) the Tranche B Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Closing Date Restatement Date. The Revolving Credit Commitments, the UF L/C Commitments and (ii) the Revolving Commitments Swingline Commitment shall automatically terminate on the Revolving Credit Maturity Date. The PF L/C Commitments shall automatically terminate on the PF Maturity Date. (b) The Upon at least three Business Days’ prior irrevocable written or fax notice to the Administrative Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments, the Revolving Credit Commitments or the Letter of Credit Facility Commitments of any a Class; provided provided, however, that (i) each partial reduction of the Term Loan Commitments, the Revolving Credit Commitments or the Letter of Credit Facility Commitments of any a Class shall be in an amount that is an integral multiple of $500,000 and not less than $5,000,000 and 1,000,000, (ii) the Borrower Total Revolving Credit Commitment shall not terminate or reduce be reduced to an amount that is less than the Aggregate Revolving Commitments if Credit Exposure at the time, (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to iii) the Issuing Bank and the Administrative Agent) , after giving effect to any concurrent prepayment aggregate amount of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory UF L/C Commitments shall not be reduced to an amount that is less than the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% sum of the outstanding UF L/C Loans and the UF L/C Exposure at the time and (iv) the aggregate amount of the applicable LC PF L/C Commitments shall not be reduced to an amount that is less than the sum of the outstanding PF L/C Loans and the PF L/C Exposure in respect thereof), at the aggregate Revolving Exposures would exceed the aggregate Revolving Commitmentstime. (c) The Borrower shall notify Each reduction in the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 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 noticeTerm Loan Commitments, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, or the closing Letter of Credit Facility Commitments of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) on or prior to the specified effective date if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees, UF L/C Commitment Fees or PF L/C Commitment Fees, as the case may be, on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such Classtermination or reduction. In addition, in connection with any reduction or termination of the PF L/C Commitments pursuant to this Section 2.09, the Administrative Agent shall return to the PF Lenders, from the Credit-Linked Deposit Account, in accordance with their respective PF Pro Rata Percentages, an amount equal to the amount of such reduction or termination.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Term Commitments shall terminate at 5:00 11:59 p.m., New York City time, on the Closing Date and (ii) the Effective Date. The Revolving Commitments shall terminate at 11:59 p.m., New York City time, on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $5,000,000 1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof)accordance with Section 2.11, the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments. The Borrower may terminate the Commitments of any Defaulting Lender on a non-pro rata basis upon notice to the Administrative Agent. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least three (3) one Business Days Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, facilities or the closing of a refinancing transaction, a sale of all or substantially all receipt of the assets proceeds from the issuance of other Indebtedness or the Borrower and its Subsidiaries occurrence of some other identifiable event or a Change of Controlcondition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date of termination) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.. -70- US-DOCS\114614260.17

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving Facility Commitments of each Class shall terminate on the Revolving applicable Maturity DateDate for such Class. (b) The Borrower may at any time terminate, or from time to time reduce, the Revolving Facility Commitments of any Class; provided that (i) each reduction of the Revolving Facility Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $5,000,000 1,000,000 (or, if less, the remaining amount of the Revolving Facility Commitments of such Class) and (ii) the Borrower shall not terminate or reduce the Revolving Facility Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) of any Class if, after giving effect to any concurrent prepayment of the Revolving Facility Loans and/or cash collateralization in accordance with Section 2.11 and provision of outstanding Letters any Letter of Credit Support in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereofaccordance with Section 2.05(j) or (k), the aggregate Dollar Equivalent of the Revolving Exposures Facility Credit Exposure of such Class (excluding any Letter of Credit for which Letter of Credit Support has been provided) would exceed the aggregate total Revolving CommitmentsFacility Commitments of such Class. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments of any Class under paragraph (b) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reductionreduction (or such shorter period acceptable to the Administrative Agent), specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination or reduction of the Revolving Facility Commitments of any Class delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or the closing of a refinancing transaction, a sale of all similar agreements or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Controlother transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfiedsatisfied and/or rescinded at any time by the Borrower if the Borrower determines in its sole discretion that any or all of such conditions will not be satisfied (it being agreed that the Borrower may waive such condition). Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Revolving Facility Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Term Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Effective Date and (ii) all the Revolving Commitments shall terminate termi­nate on the Revolving Credit Maturity Date. (b) The Borrower may at any time terminateterminate the Revolving Commitments upon (i) the payment in full of all outstanding Revolving Loans and LC Disbursements, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a backup standby letter of credit satisfactory to the Administrative Agent and the Issuing Bank) in an amount equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce, reduce the Commitments of any ClassRevolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $5,000,000 1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof)accordance with Section 2.8, the aggregate Aggregate Revolving Exposures Exposure would exceed the aggregate Revolving Commitments. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) or (c) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassRevolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, one or both of the Commitments of any ClassCommitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $5,000,000 and (ii) the Borrower shall not terminate or reduce (A) the Revolving Facility A Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Facility A Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof)accordance with Section 2.10, the aggregate Aggregate Revolving Facility A Credit Exposures would exceed the aggregate Aggregate Revolving Facility A Commitments, and (B) the Revolving Facility B Commitments if, after giving effect to any concurrent prepayment of the Revolving Facility B Loans in accordance with Section 2.10, the Aggregate Revolving Facility B Credit Exposures would exceed the Aggregate Revolving Facility B Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce one or both of the Commitments under paragraph (b) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the Commitment to which such request relates and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the specified Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments. 1.13 Section 2.11(b) shall be amended by deleting each and every reference therein to “Commitment” and “Commitments” and inserting “Revolving Facility A Commitment” or “Revolving Facility A Commitments”, respectively, in place thereof.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any ClassCommitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $5,000,000 20,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit or Swingline Loans in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof)accordance with Section 2.11, the aggregate Aggregate Revolving Exposures Exposure would exceed the aggregate Revolving CommitmentsAggregate Commitment. (c) In the event and on each occasion that any Net Proceeds are received by or on behalf of Holdings, the Borrower or any Subsidiary in respect of any Prepayment Event, the Borrower shall, on the day such Net Proceeds are received (or, in the case of a Prepayment Event described in clause (a) or (b) of the definition of the term “Prepayment Event”, within three Business Days after such Net Proceeds are received), notify the Administrative Agent of the amount and receipt of such Net Proceeds, and on the date of such notice the Commitments shall be automatically and permanently reduced by an amount equal to the amount of such Net Proceeds; provided that, in the case of any event described in clause (a) or (b) of the definition of the term “Prepayment Event”, if the Borrower shall, prior to the date of such required notice, deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower to the effect that the Borrower intends to cause the Net Proceeds from such event (or a portion thereof specified in such certificate) to be applied within 365 days after receipt of such Net Proceeds to acquire assets used or useful in the business of the Borrower or the Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no reduction of the Commitments shall occur pursuant to this paragraph in respect of the Net Proceeds of such event (or the portion of such Net Proceeds specified in such certificate, if applicable) except to the extent of any such Net Proceeds that have not been so applied by the end of such 365-day period (or within a period of 180 days thereafter if by the end of such initial 365-day period the Borrower or one or more of the Subsidiaries shall have entered into an agreement with a third party to acquire such assets with such Net Proceeds), at which time the Commitments shall be automatically and permanently reduced in an amount equal to the Net Proceeds that have not been so applied; provided further that (A) to the extent any such Net Proceeds shall be received in respect of assets owned by a Loan Party, such Net Proceeds may be reinvested only in assets owned by a Loan Party or, in the case of a Permitted Acquisition, by any Person that shall become a Subsidiary Loan Party upon the consummation thereof, (B) to the extent any such Net Proceeds shall be received in respect of assets owned by a Subsidiary that is not a Loan Party but the Equity Interests in which constitute Collateral, such Net Proceeds may be reinvested only in assets owned by a Loan Party (including Equity Interests in Foreign Subsidiaries) or assets owned by a Subsidiary the Equity Interests in which constitute Collateral and (C) the Borrower shall not be permitted to make elections pursuant to the immediately preceding proviso with respect to Net Proceeds in excess of $100,000,000 in the aggregate in any fiscal year of Holdings. (d) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 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 noticenotice from the Borrower pursuant to paragraph (c) of this Section or the immediately preceding sentence, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered by the Borrower under paragraph (b) of this Section may state that such notice is conditioned upon the effectiveness occurrence of other credit facilities, one or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Controlmore events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Revolving Lenders in accordance with their respective Commitments of such Classindividual Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Initial Term Loan Commitments shall automatically terminate at 5:00 p.m., New York City time, upon the making of the Initial Term Loans on the Closing Date and (ii) the Revolving Credit Commitments shall terminate on the Revolving Credit Maturity Date. (b) The Upon delivering the notice required by Section 2.09(d), the Lead Borrower may at any time terminateterminate the Revolving Credit Commitments upon (i) the payment in full in Cash of all outstanding Revolving Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each outstanding Letter of Credit, the furnishing to the Administrative Agent of a Cash deposit (or, if reasonably satisfactory to the applicable Issuing Bank, a backup standby letter of credit) equal to 100% of the LC Exposure (minus the amount then on deposit in the LC Collateral Account) as of such date), (iii) the payment in full in Cash of all Ancillary Outstandings or, alternatively the furnishing to the relevant Ancillary Lender of a Cash deposit equal to 100% of the Ancillary Outstandings as of such date, in each case, together with accrued and unpaid interest, fees and reimbursement expenses in respect thereof and (iv) the payment in full of all accrued and unpaid fees and all reimbursable expenses and other non-contingent Obligations with respect to the Revolving Facility then due, together with accrued and unpaid interest (if any) thereon. (c) Upon delivering the notice required by Section 2.09(d), the Lead Borrower may from time to time reduce, reduce the Commitments of any ClassRevolving Credit Commitments; provided that (i) each reduction of the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of the Dollar Equivalent of $500,000 1,000,000 and not less than the Dollar Equivalent of $5,000,000 1,000,000 and (ii) the Lead Borrower shall not terminate or reduce the Revolving Credit Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof)accordance with Section 2.10 or Section 2.11, the aggregate Aggregate Revolving Exposures Credit Exposure would exceed the aggregate Total Revolving CommitmentsCredit Commitment. (cd) The Lead Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Credit Commitments under paragraph (b) or (c) of this Section 2.08 2.09 in writing at least three (3) Business Days prior to the effective date of such termination or reductionreduction (or such later date to which the Administrative Agent may agree), specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Lead Borrower pursuant to this Section 2.08 2.09 shall be irrevocable; provided that a notice of termination of the Revolving Credit Commitments delivered by the Lead Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Controltransactions, in which case such notice may be revoked by the Lead Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Revolving Credit Commitments of any Class pursuant to this Section 2.09 shall be permanent. Each Upon any reduction of the Commitments Revolving Credit Commitments, the Revolving Credit Commitment of any Class each Revolving Lender shall be made ratably among the Lenders in accordance with their respective Commitments reduced by such Revolving Lender’s Applicable Percentage of such Classreduction amount.

Termination and Reduction of Commitments. (a) Unless previously terminatedterminated and subject to any Lender’s election to extend Additional Tranche B Term Loans pursuant to Section 2.02(d) and 2.02(e), (i) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time time, without premium or penalty (but subject to Section 2.16), terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $5,000,000 500,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to accordance with Section 2.11, the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% sum of the outstanding amount of the applicable LC Exposure in respect thereof), the aggregate Revolving Exposures would exceed the aggregate total Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 Section, at least three (3) one Business Days Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case such notice may be revoked or, upon written notice by Borrower to Administrative Agent, such termination date may be extended by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving Commitments shall terminate on the Maturity Date for the Revolving Maturity DateFacility. (b) Unless previously terminated, the unused Term Loan Commitments (if any) shall terminate in full at 11:59 p.m. (London Time) on the earliest of (i) last day of the Term Loan Availability Period and (ii) the date on which all of the Certain Funds Purposes have been achieved in full without the making of any Term Loans. (c) The Borrower Company may at any time terminate, or from time to time reduce, the Commitments of any Classunder the Revolving Facility, Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $5,000,000 and (ii) the Borrower Company shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to accordance with Section 2.11, the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% Dollar Amount of the outstanding amount sum of the applicable LC Exposure in respect thereof), the aggregate Revolving Credit Exposures would exceed the aggregate Aggregate Revolving CommitmentsCommitment. (cd) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (bc) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election election, whether the Revolving Facility, Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility is being reduced or terminated, and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders under the Revolving Facility, Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be, of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or the closing of a refinancing transaction, a sale of all similar agreements or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Controlother transactions, in which case such notice may be revoked by the Borrower Company (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders under the Revolving Facility, Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be, in accordance with their respective Commitments of such Classunder the Revolving Facility, Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminateterminate the Commitments upon (i) the payment in full in cash of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a backup standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the LC Exposure as of such date), (iii) the payment in full in cash of the accrued and unpaid fees, and (iv) the payment in full in cash of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce, reduce the Commitments of any ClassCommitments; provided that (i) each reduction of the such Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to accordance with Section 2.11, the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% sum of the outstanding amount of the applicable LC Exposure in respect thereof), the aggregate Revolving Exposures would exceed the aggregate Revolving CommitmentsAggregate Commitment. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section 2.08 at least three (3) one Business Days Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, facilities or the closing occurrence of a refinancing transaction, a sale of all any one or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Controlmore other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments shall termi­nate on the Maturity Date. Upon the consummation of any public or private debt offering by EPD or any of its Subsidiaries on or after December 17, 2008 (or any such debt offering after the Effective Date and prior to December 17, 2008 in excess of $500,000,000), other than (i) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and Multi-Year Credit Facility (or any replacement facility therefor) or (ii) debt with a maturity of three years or less, the Revolving Commitments shall terminate on be permanently and ratably reduced by the Revolving Maturity Datecash proceeds (net of transaction fees, costs and expenses associated therewith, including reasonable legal fees and expenses) of such debt offering (or, as to any such offering prior to December 17, 2008, such net cash proceeds in excess of $500,000,000) received therefrom. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassCommitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to accordance with Section 2.11, the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% sum of the outstanding amount of the applicable LC Exposure in respect thereof), the aggregate Revolving Exposures would exceed the aggregate Revolving total Commitments. (c) The Borrower shall notify the Administrative Agent in writing of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.

Termination and Reduction of Commitments. (a) Unless previously terminatedterminated in accordance with the terms hereof, (i) the Tranche B Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving Commitments 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 (i) of the definition of “Revolving Maturity Date” unless such date is extended with the prior written consent of, in the case of the L/C Commitment, the Issuing Banks or, in the case of the Swingline Commitment, the Swingline Lender). If any Letter of Credit remains outstanding on the Revolving 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. (b) The Upon at least three Business Days’ prior irrevocable written or fax notice to the Administrative Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, in each case without premium or penalty, the Revolving Commitments of any Classor the Swingline Commitment; provided provided, however, that (i) each partial reduction of the Revolving Commitments of any Class or the Swingline Commitment shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than in a minimum amount of $5,000,000 and (ii) the Borrower Total Revolving Commitment shall not terminate or reduce be reduced to an amount that is less than the Aggregate Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) Exposure then in effect; provided, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof)further, the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided 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 facilities, facilities or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Controlany other event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date termination date) if such condition is not satisfied. Any termination . (c) Each reduction in the Revolving Commitments or reduction the Swingline Commitment hereunder shall be made, at the Borrower’s option, to either (i) on a pro rata basis all Classes of Revolving Commitments outstanding on such date or (ii) the Classes of Revolving Commitments outstanding on such date in the order of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made maturity date thereof, in each case, ratably among the applicable Lenders in accordance with their respective Pro 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 Classtermination or reduction. (d) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than ten Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.26(e) shall apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting Lender.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving Commitments shall terminate on the Revolving Credit Maturity Date and the Initial Term Loan Commitments shall terminate upon the Initial Term Loan Commitment Expiration Date. The 2028 Term Commitments shall terminate in full on the Second Amendment Effective Date after giving effect to the funding of the 2028 Term Loans on such date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassRevolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $5,000,000 10,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to accordance with Section 2.11, the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% sum of the outstanding amount of the applicable LC Exposure in respect thereof), the aggregate Revolving Credit Exposures would exceed the aggregate total Revolving Commitments; provided, however, the Borrower may not reduce the aggregate amount of the Revolving Commitments below $25,000,000 pursuant to this Section unless the Borrower is terminating the Revolving Commitments in full. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided ​ ​ ​ that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Revolving Commitments of any Class shall be made ratably among the Revolving Lenders in accordance with their respective Commitments of such ClassRevolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving terminated all Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower Company may at any time terminateterminate the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Company may from time to time reduce, reduce the Commitments of any ClassRevolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $5,000,000 2,000,000 and (ii) the Borrower Company shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to Loans, the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% sum of the outstanding amount of the applicable LC Exposure in respect thereof), the aggregate Revolving Exposures would exceed the aggregate lesser of the total Revolving CommitmentsCommitments and the Borrowing Base. (cd) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case such notice may be revoked by the Borrower Company (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, Each New Tranche A Term Commitment shall terminate on the earlier of (i) the New Tranche B Commitments shall terminate at A Term Funding Date (following the making of the Tranche A Term Loans to be made on such date) and (ii) 5:00 p.m., New York City time, on the Closing New Tranche A Term Commitment Termination Date and (ii) the regardless of whether any Tranche A Term Loans are made prior to such time. Unless previously terminated, all Revolving Commitments shall terminate on the Revolving Credit Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassRevolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $5,000,000 10,000,000 (or, if less, the remaining amount of such Commitments) and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to accordance with Section 2.10, the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding aggregate principal amount of the applicable LC Exposure in respect thereof), the aggregate total Revolving Credit Exposures would exceed the aggregate total Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, facilities or the closing instruments of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of ControlIndebtedness, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Revolving Commitments of any Class shall shall, except as provided in Section 2.20, be made ratably among the Lenders in accordance with their respective Commitments of such ClassRevolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving Facility Commitments shall terminate on the Revolving Facility Maturity Date. The parties hereto acknowledge that the Tranche B Term Loan Commitments will terminate at 5 p.m. New York City time on the Closing Date. (b) The Each Borrower may at any time terminate, or from time to time reduce, the Commitments of under any ClassFacility; provided that (i) each reduction of the Commitments of under any Class Facility shall be in an amount that is an integral multiple of $500,000 U.S.$1.0 million and not less than $5,000,000 U.S.$5.0 million (or, if less, the remaining amount of the Revolving Facility Commitments) and (ii) the no Borrower shall not terminate or reduce the Revolving Facility Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Facility Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof)accordance with Section 2.11, the aggregate Revolving Exposures Facility Credit Exposure would exceed the aggregate total Revolving Facility Commitments. (c) The Each Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments under paragraph (b) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the any Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Facility Commitments delivered by the such Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case such notice may be revoked by the such Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of under any Class Facility shall be made ratably among the Lenders in accordance with their respective Commitments of under such ClassFacility.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitment of each Lender shall terminate upon the earlier of (i) the Tranche B Commitments shall terminate at making of the Loan by such Lender on the Effective Date and (ii) 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity DateDecember 18, 2010. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassCommitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 5,000,000 and not less than $5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) , after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof), the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments10,000,000. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments Commitments. (d) If, prior to the making of the Loan, there shall occur any event described in Section 2.11(c)(i), (ii) or (iii), then (i) the Borrower shall give prompt written notice of same to the Administrative Agent and (ii) upon the receipt of the proceeds of such Classevent by the Borrower or its Subsidiaries, the Commitments shall be automatically and immediately ratably reduced by an amount equal to the amount of the corresponding prepayment of the Loan which would have been required to be made by the Borrower pursuant to Section 2.11(c) if, at the time of such event, the Loan had been outstanding in an amount exceeding the amount of such proceeds.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving Facility Commitments shall terminate on the Revolving Facility Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassRevolving Facility Commitments; provided that (i) each reduction of the Revolving Facility Commitments of any Class shall be in an amount that is an integral multiple of U.S. $500,000 and not less than U.S. $5,000,000 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 (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Facility Loans and/or cash collateralization of outstanding Letters of Credit by the Borrower in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof)accordance with Section 2.11, the aggregate Revolving Exposures Facility Credit Exposure would exceed the aggregate total Revolving Facility Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments under paragraph (b) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Facility Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Revolving Facility Commitments of any Class shall be permanent. Each reduction of the Revolving Facility Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassRevolving Facility Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminatedterminated or extended, (i) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time time, without premium or penalty, terminate, or from time to time reduce, the Commitments of any Class; , provided that (i%4) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $5,000,000 and (ii%4) the Borrower shall not terminate or reduce the any Class of Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) extent that, after giving effect to any concurrent prepayment of 92 the Revolving Loans and/or cash collateralization of such Class in accordance with ‎Section 2.11, the aggregate Revolving Exposure (calculated using the Exchange Rate in effect as of the date of the proposed termination or reduction) of such Class (excluding the portion of the Revolving Exposure attributable to outstanding Letters of Credit in a manner reasonably if and to the extent that the Borrower has Cash Collateralized such Letters of Credit or made other arrangements satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal with respect to 103% such Letters of the outstanding amount of the applicable LC Exposure in respect thereof), the aggregate Revolving Exposures Credit) would exceed the aggregate Revolving CommitmentsCommitments of such Class. (c) The Borrower shall notify the Revolving Facility Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b‎(b) of this Section 2.08 at least three (3) one Business Days Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Revolving Facility Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; , provided that a notice of termination of the Revolving Commitments of any Class delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities, facilities or the closing receipt of a refinancing transaction, a sale proceeds from the issuance of all other Indebtedness or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Controlany other specified event, in which case such notice may be revoked by the Borrower (by notice to the Revolving Facility Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. (d) The Borrower, in its sole discretion, shall have the right, but not the obligation, at any time so long as no Event of Default has occurred and is continuing, upon at least one Business Day’s notice to a Defaulting Lender (with a copy to the Revolving Facility Administrative Agent), to terminate in whole such Defaulting Lender’s Commitment; provided that, after giving effect to such termination, the aggregate Revolving Exposure of all Revolving Lenders does not exceed the aggregate Revolving Commitments. Such termination shall be effective with respect to such Defaulting Lender’s unused portion of its Commitment on the date set forth in such notice. No termination of the Commitment of a Defaulting Lender shall be deemed a waiver or release of any claim the Borrower, the Revolving Facility Administrative Agent, the Issuing Bank or any Lender may have against the Defaulting Lender.

Termination and Reduction of Commitments. (a) Unless previously terminatedThe Revolving Commitments, (i) the Tranche B Commitments Swingline Commitment and the LC Commitment shall terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date. (b) The Borrower At their option, the Borrowers may at any time terminate, or from time to time permanently reduce, the Commitments of any ClassRevolving Commitments; provided provided, that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 100,000 and not less than $5,000,000 500,000 and (ii) the Borrower Revolving Commitments shall not terminate be terminated or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) reduced if, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit or Swingline Loans in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof)accordance with Section 2.09, the aggregate Total Revolving Exposures Exposure would exceed the aggregate Total Revolving Commitments. (c) . The Administrative Borrower shall notify the Administrative Agent in writing of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section 2.08 2.07(b) at least three (3) five Business Days prior to the effective date of such termination or reductionreduction (which effective date shall be a Business Day), specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Administrative Borrower pursuant to this Section 2.08 2.07(b) shall be irrevocable; provided provided, that a notice of termination of the Revolving Commitments delivered by the Administrative Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, or facilities in order to refinance in full the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of ControlObligation hereunder, in which case such notice may be revoked by the Administrative Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. . (c) If at the time of any mandatory prepayment required pursuant to Section 2.09(b)(v) or (vi) (determined as if Revolving Loans in an aggregate principal amount equal to such mandatory prepayment were outstanding at such time) an Event of Default exists and is continuing, the Revolving Commitments shall be reduced by an amount equal to 100% of the Net Cash Proceeds of the respective Asset Sale or Casualty Event. (d) Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Revolving Commitments of any Class pursuant to this Section 2.07 shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassRevolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving all other Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminateterminate the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce, reduce the Commitments of any ClassCommitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof)accordance with Section 2.10, the aggregate Revolving Exposures Aggregate Credit Exposure would exceed the aggregate Revolving Commitmentslesser of the Aggregate Commitment and the Borrowing Base. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving Loan Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassRevolving Loan Commitments; provided that (i) each reduction of the Revolving Loan Commitments of any Class shall be in an amount that is an integral multiple of $500,000 100,000 and not less than $5,000,000 and 500,000, (ii) the Borrower shall not terminate or reduce the Revolving Loan Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization in accordance with Section 2.09, Availability would be less than zero and (iii) if any such termination, or series of outstanding Letters of Credit reductions which occur more or less concurrently resulting in a manner reasonably satisfactory termination, shall occur prior to the applicable Issuing Bank and 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 Loan Commitments so terminated (except that no fee shall be payable to the Administrative Agent and in a face amount equal its capacity as Lender to 103% of the outstanding amount of extent Borrower refinances the applicable LC Exposure in respect thereofRevolving Loan Commitments with the Administrative Agent or an Affiliate), the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Loan Commitments under paragraph (b) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Loan Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Revolving Loan Commitments of any Class shall be permanent. Each reduction of the Revolving Loan Commitments of any Class shall be made ratably among the Lenders with Revolving Loan Commitments in accordance with their respective Revolving Loan Commitments. (d) Each such reduction of the Revolving Loan Commitments of such Classshall 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, (i) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving Commitments shall terminate on the Revolving Loan Maturity DateDate as provided in Section 2.02(e). (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassCommitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $5,000,000 10,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10, the sum of the Revolving Loans and/or cash collateralization Credit Exposures plus the aggregate principal amount of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof), the aggregate Revolving Exposures Competitive Loans would exceed the aggregate Revolving total Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. (i) The Commitments shall automatically be reduced, if at any time, or from time to time, the Borrower issues debt through a Debt Securities Offering; provided that (A) each reduction of any Class the Commitments shall be in an amount that is equal to the net proceeds that are received by the Borrower from the sale of such debt, (B) the aggregate of all reductions required under this Section 2.08(d)(i) shall not exceed $300,000,000, (C) each reduction of the Commitments required hereunder shall be made ratably among the Lenders in accordance with their respective Commitments and shall be permanent, and (D) the Borrower shall provide notice to the Administrative Agent of any reduction of Commitments required under this Section 2.08(d)(i) in accordance with Section 2.08(c) above. (ii) Unless the merger of Quaker State Corporation and a Wholly Owned Subsidiary of the Borrower, occurs on or prior to the Early Termination Date, the Commitments shall automatically terminate in full at 5:00 p.m. (Houston, Texas time) on the Early Termination Date. (iii) Unless both the Quaker State Credit Facility Termination and the Prior Credit Facility Termination shall have occurred on or prior to the Early Termination Date, the Commitments shall automatically terminate in full at 5:00 p.m. (Houston, Texas time) on the Early Termination Date. (e) The Borrower may, at its sole expense and effort, upon notice to any Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement (other than any outstanding Competitive Loans held by it) to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) for all assignees that are not at the time of such Classassignment a Lender, the Borrower shall have received the prior written consent of the Administrative Agent (and, if a Commitment is being assigned, the Issuing Bank), which consent shall not unreasonably be withheld and (ii) such assigning Lender shall have received payment of an amount equal to the outstanding principal of its Loans (other than Competitive Loans) and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts).

Termination and Reduction of Commitments. (a) Unless previously terminatedThe Revolving Credit Commitments, (i) the Tranche B L/C Commitment and the Swingline Commitment shall automatically terminate on the Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on August 26, 2004, if the Closing Date and (ii) the Revolving Commitments first Credit Event as contemplated by Section 4.02 below shall terminate on the Revolving Maturity Datenot have occurred by such time. (b) The Borrower Total Revolving Credit Commitment shall be reduced by the amount (or, in the case of amount denominated in any currency other than Dollars, the Dollar Equivalent of such amount) of all prepayments made pursuant to Section 2.13(b) other than prepayments made with Net Proceeds of the Mexican Facility Sale, Section 2.13(c) and Section 2.13(d). Promptly following any reduction to the Total Revolving Credit Commitment under this Section 2.09(b), the Administrative Agent shall notify the Borrowers and the Lenders of the amount of the Total Revolving Credit Commitment, such determinations being conclusive absent manifest error. (c) Upon at least three Business Days' prior irrevocable written (including telecopy) or telephone notice (which notice shall be confirmed promptly in writing) to the Administrative Agent, the Borrowers may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Commitments of any ClassRevolving Credit Commitments; provided provided, however, that (i) each partial reduction of the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than in a minimum amount of $5,000,000 and 2,500,000, (ii) the Borrower Total Revolving Credit Commitment shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable be reduced to the Issuing Bank and the Administrative Agent) extent that, after giving effect thereto, the DCJ Revolving Credit Exposure would exceed the DCJ Maximum Percentage of the Total Revolving Credit Commitment, (iii) the Total Revolving Credit Commitment shall not be reduced to any concurrent prepayment an amount that is less than the Aggregate Revolving Credit Exposure at the time and (iv) the Maximum Revolving Credit Commitment shall be reduced by an amount equal to each such reduction of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof), the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of reduction in the Revolving Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) on or prior to the specified effective date if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective Commitments of such Classapplicable Commitments.

Termination and Reduction of Commitments. (ai) Unless previously Notwithstanding anything in this Agreement to the contrary, the Commitments shall terminate and the Lessor shall not be obligated to make any Advance, and no Rent Assignee shall be obligated to make any Rent Assignment Advances in respect of any Advance and no Advance Date may thereafter occur at 11:00 a.m. New York time on the last day of the Commitment Period. (ii) During the continuation of an Event of Default, whether automatically or with the consent, or at the request, of the Required Participants, upon written notice to the Lessee (except in the case of an Event of Default described in paragraphs (h) or (i) of Article XVII of the Lease), the Commitments of the Participants shall be terminated, the Lease Balance outstanding with accrued Yield thereon and all other amounts owing hereunder and shall immediately become due and payable and the application of proceeds therefrom shall be subject to Article X hereof. (iii) The Lessee shall have the right, upon not less than ten (10) days prior written notice to the Administrative Agent, to voluntarily reduce the Commitments on a Payment Date, subject to the satisfaction of the following conditions: (A) the Construction Consultant and the Construction Agent shall certify (provided the Construction Consultant shall provide the certifications specified in subsections (i) and (ii) below but not subsection (iii) below) to each Participant that, following such reduction of the Commitment, (i) the Tranche B remaining Available Commitments shall terminate at 5:00 p.m.of the Lessor and Rent Assignees are sufficient to Complete the Facility and to pay all Construction Costs, New York City time, on the Closing Date and (ii) the Revolving Commitments shall terminate on Facility can be Completed before the Revolving Maturity Construction Period Termination Date., and (iii) no Construction Event of Default is continuing; (bB) The Borrower may at any time terminate, or from time all Transaction Costs and other amounts accrued with respect to time reduce, the Commitments of any Class; provided that (i) each reduction portion of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) , after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof), the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least three (3) Business Days prior to so reduced through the effective date of such termination or reductionreduction shall be paid in accordance with Section 2.13; (C) such reduction shall be in a minimum amount of $1,000,000 in the aggregate or, specifying such election and the effective date thereof. Promptly following receipt of any noticeif less, the Administrative Agent shall advise the Lenders aggregate remaining unfunded Available Commitments of the contents thereof. Each notice delivered by Lessor and Rent Assignees; and (D) such reduction shall reduce (1) each Rent Assignee’s Commitment pro rata based on the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination percentage of the Revolving aggregate Commitments delivered of the Rent Assignees then in effect represented by such Rent Assignee’s Commitment, and (2) the Borrower may state that such notice is conditioned upon Lessor’s Commitment pro rata based on the effectiveness percentage of other credit facilities, or the closing aggregate Commitments of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, Participants then in which case such notice may be revoked effect represented by the Borrower (by notice to the Administrative Agent) on or prior to the specified effective date if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassLessor’s Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Revolving Facility Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Revolving Facility Maturity Date and (ii) the Revolving Term ▇-▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇-▇ Loan Commitments and Term B-3 Loan Commitments shall terminate at 2:00 p.m., Local Time, on the Revolving Maturity Closing Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassRevolving Facility Commitments; provided provided, that (i) each such reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 10.0 million and not less than $5,000,000 10.0 million (or, if less, the remaining amount of the Revolving Facility Commitments) and (ii) the Borrower shall not terminate or reduce the Revolving Facility Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Facility Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof)accordance with Section 2.11, the aggregate Revolving Exposures Facility Credit Exposure would exceed the aggregate total Revolving Facility Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments under paragraph clause (b) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the 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 of the Revolving Facility Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such ClassCommitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassCommitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $5,000,000 10,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to accordance with Section 2.11, the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% sum of the outstanding amount of the applicable LC Exposure in respect thereof), the aggregate Revolving Exposures would exceed the aggregate Revolving total Available Commitments. (c) In the event and on each occasion that any Net Proceeds are received by or on behalf of the Borrower or any Subsidiary in respect of any Prepayment Event, immediately after such Net Proceeds are received the Commitments shall be permanently reduced by an aggregate amount equal to such Net Proceeds; provided that, notwithstanding the foregoing, no reduction of the Commitments shall be required pursuant to this paragraph in the case of any Net Proceeds received by or on behalf of the Borrower or any Subsidiary in respect of any sale, transfer or other disposition of (i) the Publishing Assets, (ii) the ICTC Assets or (iii) any Non- Core Assets. (d) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 Section, or any required reduction of the Commitments under paragraph (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, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, The Initial Term Loan Commitments (if any) of the Term Lenders shall be automatically and permanently reduced: (i) to $0 upon the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, expiration of the Initial Term Facility Availability Period; (ii) by 100% of the committed amount of any Qualifying Loan Facility entered into after the Closing Date; and (iii) by 100% of any Net Proceeds received on or after the Closing Date and (other than Net Proceeds of a Qualifying Loan Facility to the extent that the Initial Term Loan Commitments have been reduced by the committed amount thereof in accordance with clause (ii) the Revolving Commitments shall terminate on the Revolving Maturity Dateabove). (b) Any required reduction of the Initial Term Loan Commitments under paragraph (a) of this Section 2.08 shall be effective on the same day as such Net Proceeds are received or, in the case of any Qualifying Loan Facility, the date of effectiveness of the definitive credit or similar agreement with respect thereto. The Borrower shall provide the Administrative Agent with written notice promptly following the occurrence of any event giving rise to a requirement for a reduction of the Initial Term Loan Commitments under paragraph (a) of this Section 2.08. Notwithstanding the foregoing, the Borrower shall not be required to provide the written notice referred to in the immediately preceding sentence if no Initial Term Loan Commitments are in effect at the time of the occurrence of an event giving rise to a requirement for a reduction of the Initial Term Loan Commitments under paragraph (a) of this Section 2.08. (c) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; provided provided, that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 5,000,000 and not less than $5,000,000 and 10,000,000 (ii) or, if less, the Borrower shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) , after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding remaining amount of the applicable LC Exposure in respect thereofCommitments of such Class), the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (bparagraph(c) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reductionreduction (or such shorter period acceptable to the Administrative Agent), specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided provided, that a notice of termination or reduction of the Revolving Commitments of any Class delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or the closing of a refinancing transaction, a sale of all similar agreements or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Controlother transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. . (e) Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving Commitments shall terminate on the earlier of (x) the Maturity Date and (y) the Termination Date, and (ii) the Term Commitments shall terminate on the earlier of (x)(A) immediately after the Borrowing of the Term Loans on the Full Availability Date or (B) at the end of the Final Order Entry Date if no Borrowing Request has been received on the Full Availability Date and (y) the Termination Date; provided, following the termination of the Revolving Maturity DateCommitments, the Borrower shall Cash Collateralize the LC Exposure in respect of each Letter of Credit in the manner set forth in the first sentence of Section 2.04(j). (b) The Borrower may at any time time, without premium or penalty, terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $5,000,000 1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) extent, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to accordance with Section 2.10, the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% sum of the outstanding amount of the applicable LC Exposure in respect thereof), the aggregate Revolving Credit Exposures would exceed either (i) following a Carve Out Trigger Notice in accordance with the aggregate Orders, the total Revolving CommitmentsCommitments or (ii) at all other times, the total Revolving Commitments less the Carve-Out Reserve Amount. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the consummation of an acquisition, sale or other similar transaction, or the receipt of proceeds from the incurrence or issuance of Indebtedness or Equity Interests or the effectiveness of other credit facilities, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments shall terminate immediately upon the first to occur of the following: (i) the Tranche B Commitments shall terminate at 5:00 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 Closing Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity “Commitment Termination Date”). (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassCommitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) , after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof), the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments5,000,000. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. (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 Commitments of any Class pursuant to this Section 2.09 shall be permanent. Each reduction of the Commitments of any Class pursuant to this Section 2.09 shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.

Termination and Reduction of Commitments. (a) Unless ---------------------------------------- previously terminated, (i) the Tranche A-1 Term Loan Commitments, the Tranche A-2 Term Loan Commitments and Tranche B Term Loan Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Parent Borrower (on behalf of itself and the Foreign Subsidiary Borrowers) may at any time terminate, or from time to time reduce, the Commitments of any ClassClass (it being understood and agreed that reductions of Revolving Commitments will reduce the Tranche A Revolving Commitments and the Tranche B Revolving Commitments ratably); provided that (i) each reduction of -------- the Commitments of any Class (it being understood that the Tranche A Revolving Commitment and the Tranche B Revolving Commitment shall be treated as one Class for purposes of this proviso) shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than 62 $5,000,000 and (ii) the Borrower Tranche A Revolving Commitments shall not terminate be terminated or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) reduced if, after giving effect to any concurrent prepayment of the Tranche A Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to accordance with Section 2.11, the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% sum of the outstanding amount of the applicable LC Exposure in respect thereof), the aggregate Tranche A Revolving Exposures would exceed the aggregate total Tranche A Revolving Commitments. (c) The Parent Borrower (on behalf of itself and the Foreign Subsidiary Borrowers) shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the affected 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 2.08 shall be irrevocable; provided that a notice of termination of the -------- Revolving Commitments delivered by the Parent Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case such notice may be revoked by the Parent Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, The Initial U.S. Term Loan Commitment and Cayman Term Loan Commitment shall automatically terminate upon the making of the Term Loans on the Third Restatement Date. The Initial Revolving Credit Commitments shall automatically terminate on the Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the Tranche B termination of the Initial Revolving Credit Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving Commitments shall terminate on date five Business Days prior to the Revolving Credit Maturity Date. (ba) The Borrower Upon at least three Business Days’ prior written or fax notice to the Administrative Agent, the Borrowers may at any time in whole permanently terminate, or from time to time in part permanently reduce, the U.S. Term Loan Commitments, the Cayman Term Loan Commitments of any Classor the Revolving Credit Commitments, as applicable; provided provided, however, that (i) each partial reduction of each of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than in a minimum amount of $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 Aggregate Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to Credit Exposure at the Issuing Bank and the Administrative Agent) time; provided, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof)further, the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 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 may be conditioned upon the effectiveness of other credit facilities, facilities or the closing receipt of a refinancing proceeds or the issuance of debt or the occurrence of any other transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case case, such notice may be revoked by the Borrower (by notice to the Administrative Agent) on or prior to the specified effective date if such condition other credit facilities do not become effective, such proceeds are not received, such debt is not satisfiedissued or such other transaction is not consummated. Any termination or The Administrative Agent shall promptly advise the Lenders of any notice given (and the contents thereof) pursuant to this Section 2.09. (b) Each reduction of in the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments; provided that if at any time more than one Class of Revolving Credit Commitments are outstanding, any such reduction or termination shall be allocated ratably according to the Pro Rata Percentages of each Revolving Credit Lender without regard to the Class of Revolving Credit Commitments held by such Revolving Credit Lender (unless the Incremental Assumption Agreement or the Refinancing Amendment creating any additional Class of Revolving Credit Commitments provides that the Revolving Credit Commitments maturing at an earlier date than such additional Revolving Credit Commitments may be reduced or terminated on a greater than pro rata basis, in which case such Revolving Credit Commitments shall be reduced or terminated according to the terms thereof). The U.S. Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees (if any) on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such Classtermination or reduction.

Termination and Reduction of Commitments. (a) Unless previously terminatedterminated or extended pursuant to the terms and conditions hereof, (i) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving all Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminatetime, without premium or penalty, terminate the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a backup standby letter of credit satisfactory to the Administrative Agent and the applicable Issuing Bank) in an amount equal to 103% of the LC Exposure as of such date), (iii) the payment in full of all accrued and unpaid fees required hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations due under this Agreement and the other Loan Documents together with accrued and unpaid interest thereon (other than contingent indemnification obligations and reimbursement obligations in respect of which no claim for payment has yet been asserted by the Person entitled thereto). (c) The Borrower may from time to time reducetime, without premium or penalty, reduce the Commitments of any ClassCommitments; provided provided, that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1 million and not less than $5,000,000 5 million unless such amount represents all of the remaining Commitments, and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof)accordance with Section 2.11, the aggregate Revolving Exposures Aggregate Credit Exposure would exceed the aggregate Revolving CommitmentsCommitments of all Lenders. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph clause (b) or (c) of this Section 2.08 2.09 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 2.09 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, facilities or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Controlevents specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments. (e) The Commitments shall be automatically and permanently reduced by an amount equal to fifty percent (50%) of the aggregate principal amount of Indebtedness incurred by Holdings or any of its Restricted Subsidiaries pursuant to a Specified Issuance (such Class.reduction, the |US-DOCS\131811068.10||

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Term Loan Commitments shall terminate at 5:00 p.m., New York City time, when funding is received by the Borrowers on the Closing Effective Date and (ii) the Revolving all other Commitments shall terminate on the Revolving earlier to occur of (A) the Maturity DateDate and (B) the occurrence of any event described in clause (i) or (ii) of Section 2.12(g). (b) The Borrower Representative may at any time terminateterminate the Revolving Commitments upon (i) the payment in full in cash of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit; (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to such Letters of Credit, the deposit by the applicable Borrower in the applicable LC Collateral Accounts of cash (or, with the consent of the Administrative Agent, the Required Lenders and each applicable Issuing Bank, a back-up standby letter of credit) equal to 105% of the LC Exposure as of such date in accordance with Section 2.06(j); (iii) the payment in full in cash of the accrued and unpaid fees; and (iv) the payment in full in cash of all accrued and unpaid reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrower Representative may from time to time reduce, reduce the Commitments of any ClassRevolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 10,000,000 and not less than $5,000,000 25,000,000 (or, in either case, if less, the aggregate remaining Revolving Commitment) and (ii) the Borrower Borrowers shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof)accordance with Section 2.11, the aggregate Aggregate Revolving Exposures Exposure would exceed the aggregate Revolving Commitments. (cd) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section 2.08 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, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 100,000 and not less than $5,000,000 2,500,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the 45 Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to accordance with Section 2.10, the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% sum of the outstanding amount of the applicable LC Exposure in respect thereof), the aggregate Revolving Exposures would exceed the aggregate total Revolving Commitments. (c) In the event that, on the date on which any prepayment would be required pursuant to Section 2.10(c) or 2.10(e), no Term Borrowings remain outstanding or the amount of the prepayment required by Section 2.10(c) or 2.10(e), as the case may be, exceeds the aggregate principal amount of Term Borrowings then outstanding, the Borrower shall reduce the Revolving Commitments 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 Commitments under paragraph (b) of this Section 2.08 Section, or any required reduction of the Revolving Commitments under paragraph (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, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving all Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminateterminate the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit reasonably satisfactory to the Administrative Agent) equal to 103% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees , and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce, reduce the Commitments of any ClassRevolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $5,000,000 1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative AgentA) , after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereofaccordance with Section 2.04(b), the aggregate sum of the Revolving Exposures would exceed the lesser of the total Revolving Commitments and the Borrowing Base or (B) after giving effect to such reduction, the aggregate amount of the Lenders’ Revolving CommitmentsCommitments is less than $250,000,000. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving Loan Commitments shall terminate on the Revolving Maturity Credit Termination Date. (b) The Borrower may at any time terminate, terminate or from time to time reduce, reduce the Commitments of any ClassRevolving Loan Commitments; provided that (iA) each reduction of the Revolving Loan Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $5,000,000 1,000,000 and (iiB) the Borrower shall not terminate or reduce the Revolving Loan Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof)accordance with Section 2.09, the aggregate Revolving Credit Exposures would exceed the aggregate total Revolving Loan Commitments. (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 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Loan Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any Subject to the rights of Borrower under Section 2.18, any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Revolving Loan Commitments of any Class shall be made ratably among the Revolving Credit Lenders in accordance with their respective Revolving Loan Commitments. (d) Upon payment of the Senior Convertible Notes, the Revolving Loan Commitments of such Classshall be reduced in accordance with Section 2.08(b).

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B 2021 Term Commitments shall automatically terminate at 5:00 p.m., New York City time, upon the making of the 2021 Term Loans on the Closing First Amendment Effective Date and (ii) the Revolving Credit Commitments shall terminate on the Revolving Credit Maturity Date. (b) The Upon delivering the notice required by Section 2.09(d), the Lead Borrower may at any time terminateterminate the Revolving Credit Commitments upon (i) the payment in full in Cash of all outstanding Revolving Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each outstanding Letter of Credit, the furnishing to the Administrative Agent of a Cash deposit (or, if reasonably satisfactory to the applicable Issuing Bank, a back-up standby letter of credit) equal to 100% of the LC Exposure (minus the amount then on deposit in the LC Collateral Account) as of such date), (iii) the payment in full in Cash of all Ancillary Outstandings or, alternatively the furnishing to the relevant Ancillary Lender of a Cash deposit equal to 100% of the Ancillary Outstandings as of such date, in each case, together with accrued and unpaid interest, fees and reimbursement expenses in respect thereof and (iv) the payment in full of all accrued and unpaid fees and all reimbursable expenses and other non­contingent Obligations with respect to the Revolving Facility then due, together with accrued and unpaid interest (if any) thereon. (c) Upon delivering the notice required by Section 2.09(d), the Lead Borrower may from time to time reduce, reduce the Commitments of any Class; Revolving Credit Commitments; provided that (i) each reduction of the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of the Dollar Equivalent of $500,000 1,000,000 and not less than the Dollar Equivalent of $5,000,000 1,000,000 and (ii) the Lead Borrower shall not terminate or reduce the Revolving Credit Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof)accordance with Section 2.10 or Section 2.11, the aggregate Aggregate Revolving Exposures Credit Exposure would exceed the aggregate Total Revolving CommitmentsCredit Commitment. (cd) The Lead Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Credit Commitments under paragraph (b) or (c) of this Section 2.08 2.09 in writing at least three (3) Business Days prior to the effective date of such termination or reductionreduction (or such later date to which the Administrative Agent may agree), specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Lead Borrower pursuant to this Section 2.08 2.09 shall be irrevocable; irrevocable; provided that a notice of termination of the Revolving Credit Commitments delivered by the Lead Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Controltransactions, in which case such notice may be revoked by the Lead Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Revolving Credit Commitments of any Class pursuant to this Section 2.09 shall be permanent. Each Upon any reduction of the Commitments Revolving Credit Commitments, the Revolving Credit Commitment of any Class each Revolving Lender shall be made ratably among the Lenders in accordance with their respective Commitments reduced by such Revolving Lender’s Applicable Percentage of such Classreduction amount.

Termination and Reduction of Commitments. (a) Unless previously terminatedterminated in accordance with the terms hereof, (i) the Tranche B Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Closing Date and Date, (ii) the Fifth Amendment Tranche A Revolving Commitments and the Tranche B Revolving Commitments shall automatically terminate on the Dragon Outside Date if the Dragon Acquisition Closing Date has not occurred on or prior to such date and (iii) subject to preceding clause (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 Tranche A Revolving Maturity Date (as defined on the Fifth Amendment Effective Date) unless such date is extended with the prior written consent of, in the case of the L/C Commitment, the Issuing Banks or, in the case of the Swingline Commitment, the Swingline Lender). If any Letter of Credit remains outstanding on the Revolving Maturity Date with respect to the Revolving Commitments applicable to such Letter of Credit (and, at the time thereof, after giving effect to the reallocations of Letter of Credit participations provided for in Section 2.23(d)(iii) and 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. (b) The Upon at least three Business Days’ prior irrevocable written or fax notice to the Administrative Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, in each case without premium or penalty, the Revolving Commitments of any Classor the Swingline Commitment; provided provided, however, that (i) each partial reduction of the Revolving Commitments of any Class or the Swingline Commitment shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than in a minimum amount of $5,000,000 and (ii) the Borrower Total Revolving Commitment shall not terminate or reduce be reduced to an amount that is less than the Aggregate Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) Exposure then in effect; provided, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof)further, the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided 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 facilities, facilities or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Controlany other event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date termination date) if such condition is not satisfied. Any termination . (c) Each reduction in the Revolving Commitments or reduction the Swingline Commitment hereunder shall be made, at the Borrower’s option, to either (i) on a pro rata basis all Classes of Revolving Commitments outstanding on such date or (ii) the Classes of Revolving Commitments outstanding on such date in the order of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made maturity date thereof, in each case, ratably among the applicable Lenders in accordance with their respective Pro Rata Percentages; provided, however, that (i) to the extent applicable, the Tranche A Revolving Commitments may not be reduced to an amount less than the sum of the aggregate principal amount of Tranche A Revolving Loans, Swingline Loans allocable to the Tranche A Revolving Commitments and the Tranche A Revolving L/C Exposure then outstanding and (iii) to the extent applicable, the Tranche B Revolving Commitments may not be reduced to an amount less than the sum of the aggregate principal amount of Tranche B Revolving Loans, Swingline Loans allocable to the Tranche B Revolving Commitments and the Tranche B Revolving L/C Exposure then outstanding. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Dollar Equivalent of the Commitments so terminated or reduced accrued to but excluding the date of such Classtermination or reduction. (d) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than ten Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.26(e) shall apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting Lender.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Revolving Commitments shall automatically terminate on the Maturity Date. The Term Loan Commitments shall automatically terminate at 5:00 p.m., New York City Houston time, on the Closing Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Term Loan Availability Termination Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassRevolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Loans and/or in accordance with Section 2.10, the Revolving Credit Exposure would exceed the total Revolving Commitments; provided that for purposes of this paragraph, the LC Exposure shall be deemed to be zero if there exists either cash collateralization collateral equal to 105% of outstanding Letters the LC Exposure or one or more back-up letters of Credit credit for the benefit of the Issuing Bank in a manner reasonably form and substance and issued by issuer(s) satisfactory to the applicable Issuing Bank in its sole discretion. Upon the provision of such cash collateral or back-up letters of credit and the Administrative Agent payment in full of all Obligations, then the Revolving Lenders shall be released from their obligations under Section 2.05(d), and in a face amount equal to 103% all letter of credit fees accruing after the termination of the outstanding amount Commitments shall be for the account of the applicable LC Exposure in respect thereof), the aggregate Revolving Exposures would exceed the aggregate Revolving CommitmentsIssuing 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 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the 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, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Revolving Commitments of any Class shall be made ratably among the Revolving Lenders in accordance with their respective Commitments of such ClassRevolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminatedterminated pursuant to Section 2.09(b), the Aggregate Commitment shall be automatically terminated and permanently reduced to zero upon the earlier to occur of (i) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) the date of termination of the Purchase and Sale Agreement and (iii) the Borrowing on the Closing Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time prior to the Closing Date terminate, or from time to time reduce, the Commitments of any ClassCommitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) , after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof), the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments10,000,000. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, facilities or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Controlother transactions specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments. (d) On any date on which a Change of Control occurs, if the Commitments are then in effect, the Aggregate Commitment shall be automatically and immediately reduced to zero. (e) Upon the receipt, prior to the Closing Date, of Net Cash Proceeds of any Prepayment Event, the Aggregate Commitment shall automatically be reduced in an aggregate amount equal to 100% of the Net Cash Proceeds of such ClassPrepayment Event. The Borrower shall notify the Administrative Agent of the occurrence of any Prepayment Event at least one (1) Business Day prior to the consummation of such Prepayment Event and such notice shall be accompanied by a reasonably detailed calculation of the anticipated Net Cash Proceeds thereof. Promptly following receipt of such notice, the Administrative Agent shall advise the Lenders of the occurrence of the Prepayment Event and the anticipated Net Cash Proceeds thereof. Any termination or reduction of the Aggregate Commitment shall be permanent. Each reduction of the Aggregate Commitment shall be made ratably among the Lenders in accordance with their respective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Original Term Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Effective Date, (ii) the New Term Commitments shall terminate at 5:00 p.m., New York City time, on the First Amendment Effective Date and, (iii) the 2016 Term Commitments shall terminate at 5:00 p.m., New York City time, on the Second Amendment Effective Date and (iiiv) all the Revolving Commitments shall terminate on the Revolving Credit Maturity Date. (b) The Borrower may at any time terminateterminate the Revolving Commitments upon (i) the payment in full of all outstanding Revolving Loans and LC Disbursements, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a backup standby letter of credit reasonably satisfactory to the Administrative Agent) equal to 100% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce, reduce the Commitments of any ClassRevolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof)accordance with Section 2.10, the aggregate Aggregate Revolving Exposures Exposure would exceed the aggregate Revolving Commitments. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) or (c) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, facilities or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Controlother funding sources, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassRevolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Dateearlier of the date on which the Certain Funds Period ends and the date the Tender Offer lapses or terminates. (b) The Borrower BorgWarner may at any time terminate, or from time to time reduce, the Commitments of any Classunused Commitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 E5,000,000 and not less than $5,000,000 E25,000,000 and (ii) the Borrower shall BorgWarner may not terminate or reduce the Revolving Commitments if on any date prior to or during the Certain Funds Period without the consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank AG unless contemporaneously with any such reduction BorgWarner shall have deposited into the Escrow Account the Euro Equivalent (unless it is otherwise backstopped pursuant to arrangements as reasonably acceptable to the Issuing Bank and determined by the Administrative Agent) , after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof), the aggregate Revolving Exposures would exceed the aggregate Revolving Commitmentssuch reduction. (c) The Borrower Commitments shall be automatically reduced by the amount of cash and cash equivalents (other than the proceeds of Loans) used to consummate the Acquisition. (d) On any Business Day prior to or during the Certain Funds Period on which any Net Cash Proceeds are received by BorgWarner or any Subsidiary in respect of any Reduction Event, the Commitments shall be automatically reduced by an amount equal to the Euro Equivalent of such Net Cash Proceeds, and BorgWarner or such Subsidiary shall immediately deposit such Net Cash Proceeds in the Escrow Account in accordance with Section 2.16. (e) BorgWarner shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower BorgWarner pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving any Commitments delivered by the Borrower BorgWarner may state that such notice is conditioned upon the effectiveness of other credit facilities, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case such notice may be revoked by the Borrower BorgWarner (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the any Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Classapplicable Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Commitments and Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Parent Borrower (on behalf of itself, the Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers) may at any time terminate, or from time to time reduce, the Commitments of any ClassClass (it being understood that reductions of Revolving Commitments will automatically reduce Foreign Currency Commitments on a pro rata basis); provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $5,000,000 and (ii) the Borrower Revolving Com- mitments shall not terminate be terminated or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) reduced if, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to accordance with Section 2.11, the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% sum of the outstanding amount of the applicable LC Exposure in respect thereof), the aggregate Revolving Exposures would exceed the aggregate total Revolving Commitments. (c) The Parent Borrower (on behalf of itself, the Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers) shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Parent Borrower (on behalf of itself, the Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers) pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Parent Borrower (on behalf of itself, the Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers) may state that such notice is conditioned upon the effectiveness of other credit facilities, facilities or the closing occurrence of a refinancing another transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case such notice may be revoked by the Parent Borrower (on behalf of itself, the Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers) (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving Facility Commitments shall terminate on the Revolving Facility Maturity Date. The Term B Loan Commitments (but not the Additional Term Loan Commitments) shall terminate upon the making of the Term B Loans pursuant to Section 2.01. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of under any ClassFacility; provided that (i) each reduction of the Commitments of under any Class Facility shall be in an amount that is an integral multiple of $500,000 1 million and not less than $5,000,000 5 million (or, if less, the remaining amount of any Revolving Facility Commitments) and (ii) the Borrower shall not terminate or reduce the Revolving Facility Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Facility Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof)accordance with Section 2.11, the aggregate Revolving Exposures Facility Credit Exposure would exceed the aggregate total Revolving Facility Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments under paragraph (b) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Facility Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of under any Class Facility shall be made ratably among the Lenders in accordance with their respective Commitments of under such ClassFacility, except as provided in Section 2.22.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Initial Term Loan Commitments shall automatically terminate at 5:00 p.m., New York City time, upon the making of the Initial Term Loans on the Closing Date and (ii) the Revolving Credit Commitments shall terminate on the Revolving Credit Maturity Date. (b) The Upon delivering the notice required by Section 2.09(d), the Borrower may at any time terminateterminate the Revolving Credit Commitments upon (i) the payment in full in Cash of all outstanding Revolving Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each outstanding Letter of Credit, the furnishing to the Administrative Agent of a Cash deposit (or, if reasonably satisfactory to the applicable Issuing Bank, a backup standby letter of credit) equal to 103% of the LC Exposure (minus the amount then on deposit in the LC Collateral Account) as of such date) and (iii) the payment in full of all accrued and unpaid fees and all reimbursable expenses and other non-contingent Obligations with respect to the Revolving Facility then due, together with accrued and unpaid interest (if any) thereon. (c) Upon delivering the notice required by Section 2.09(d), the Borrower may from time to time reduce, reduce the Commitments of any ClassRevolving Credit Commitments; provided that (i) each reduction of the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $5,000,000 1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Credit Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof)accordance with Section 2.10 or Section 2.11, the aggregate Aggregate Revolving Exposures Credit Exposure would exceed the aggregate Total Revolving CommitmentsCredit Commitment. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Credit Commitments under paragraph paragraphs (b) or (c) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reductionreduction (or such later date to which the Administrative Agent may agree), specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Controltransactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Revolving Credit Commitments of any Class pursuant to this Section 2.09 shall be permanent. Each Upon any reduction of the Commitments Revolving Credit Commitments, the Revolving Credit Commitment of any Class each Revolving Lender shall be made ratably among the Lenders in accordance with their respective Commitments reduced by such Revolving Lender’s Applicable Percentage of such Classreduction amount.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) all the Revolving Commitments shall terminate on the Revolving Credit Maturity Date. (b) The Borrower may at any time terminateterminate the Revolving Commitments upon (i) the payment in full of all outstanding Revolving Loans and LC Disbursements, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a backup standby letter of credit satisfactory to the Administrative Agent and the Issuing Bank) in an amount equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce, reduce the Commitments of any ClassRevolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 100,000 and not less than $5,000,000 500,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof)accordance with Section 2.11, the aggregate Aggregate Revolving Exposures Exposure would exceed the aggregate Revolving Commitments. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) or (c) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassRevolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Initial Term Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $5,000,000 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 (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof)accordance with Section 2.11, the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least three one (31) Business Days Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, facilities or the closing of a refinancing transaction, a sale of all or substantially all receipt of the assets proceeds from the issuance of other Indebtedness or the Borrower and its Subsidiaries occurrence of some other identifiable event or a Change of Controlcondition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date of termination) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Original Term Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Effective Date, (ii) the New Term Commitments shall terminate at 5:00 p.m., New York City time, on the First Amendment Effective Date and (iiiiiii) all the Revolving Commitments shall terminate on the Revolving Credit Maturity Date. (b) The Borrower may at any time terminateterminate the Revolving Commitments upon (i) the payment in full of all outstanding Revolving Loans and LC Disbursements, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a backup standby letter of credit reasonably satisfactory to the Administrative Agent) equal to 100% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce, reduce the Commitments of any ClassRevolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof)accordance with Section 2.10, the aggregate Aggregate Revolving Exposures Exposure would exceed the aggregate Revolving Commitments. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) or (c) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, facilities or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Controlother funding sources, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassRevolving Commitments.

Termination and Reduction of Commitments. (a) Unless ---------------------------------------- previously terminated, (i) the Tranche B US Term Commitments and Canadian Term Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower Company may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the -------- Commitments of any Class shall be in an amount that is an integral multiple of $500,000 US$1,000,000 or C$100,000, as the case may be, and not less than $US$5,000,000 or C$500,000, as the case may be, and (ii) the Borrower Company shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof)accordance with Section 2.11, the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments. (c) The Borrower Company shall notify the Administrative Agent Facility Agents of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 above at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent Facility Agents shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving -------- Commitments delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities, facilities (or any other transaction intended to replace the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Controlfinancing hereunder), in which case such notice may be revoked by the Borrower Company (by notice to the Administrative Agent) US Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Term Loan Commitments shall terminate at 5:00 p.m., New York City Chicago time, on the Closing Effective Date and (ii) the Revolving all other Commitments shall terminate on the Revolving Revolver Maturity Date. (b) The Borrower may at any time terminateterminate the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce, reduce the Commitments of any ClassRevolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple multiples of $500,000 100,000.00 and not less than $5,000,000 500,000.00 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to accordance with Section 2.10, the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% sum of the outstanding amount of the applicable LC Exposure in respect thereof), the aggregate Revolving Exposures would exceed the aggregate lesser of the total Revolving CommitmentsCommitments and the Borrowing Base. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Initial Term Commitments shall automatically terminate at 5:00 p.m., New York City time, and be reduced to $0 on the Closing Third Amendment and Restatement Effective Date upon the making (or deemed making) of the Initial Term Loans and (ii) the Revolving Commitments shall automatically terminate and be reduced to $0 on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any Class; provided that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $5,000,000 1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof)accordance with Section 2.11, the aggregate Aggregate Revolving Exposures Exposure would exceed the aggregate Aggregate Revolving CommitmentsCommitment. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered by the Borrower under this paragraph may state that such notice is conditioned upon the effectiveness occurrence of other credit facilities, one or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Controlmore events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Commitments Term Commitment of each Term Lender shall automatically terminate on the earlier of (A) immediately after the making of the Term Loan by such Term Lender on the Effective Date and (B) at 5:00 11:59 p.m., New York City time, on the Closing Effective Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date. (b) The Borrower Company may at any time terminate, or from time to time permanently reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any a Class shall be in an amount that is an integral multiple of $US$500,000 and not less than $5,000,000 US$1,000,000 (or, if less, the remaining Commitments of such Class) and (ii) the Borrower Company shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit or Swingline Loans in a manner reasonably satisfactory to accordance with Section 2.08, (A) the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Aggregate Revolving Exposure in respect thereof), the aggregate Revolving Exposures would exceed the aggregate Aggregate Revolving CommitmentsCommitment or (B) the Revolving Exposure of any Revolving Lender would exceed its Revolving Commitment. (c) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered by the Borrower of any Class under paragraph (b) of this Section may state that such notice is conditioned upon the effectiveness occurrence of other credit facilities, one or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Controlmore events specified therein, in which case such notice may be revoked by the Borrower Company (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassRevolving Commitments; provided provided, that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $5,000,000 2,500,000 (or, if less, the remaining amount of the Revolving Commitments) and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization in accordance with Section 2.11 and any Cash Collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereofaccordance with Section 2.05(j) or (k), the aggregate Revolving Exposures Facility Credit Exposure (excluding any Cash Collateralized Letter of Credit) would exceed the aggregate lesser of (x) the total Revolving CommitmentsCommitments and (y) the Borrowing Base. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph clause (b) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reductionreduction (or such shorter period acceptable to the Administrative Agent), specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided provided, that a notice of termination or reduction of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon on the effectiveness of other credit facilities, indentures or the closing of a refinancing transaction, a sale of all similar agreements or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Controlother transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B The Commitments shall terminate at 5:00 p.m., New York City time, be automatically terminated on the Closing Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Termination Date. (b) The Upon at least three Business Days' prior irrevocable telex or telecopy notice to the Paying Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Unused Commitments of any Classthe Lenders; provided provided, however, that (i) each partial reduction of the Unused Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) , after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent 1,000,000 and in a face amount equal to 103% of the outstanding minimum principal amount of the applicable LC Exposure in respect thereof), the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments$10,000,000. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) on or prior to the specified effective date if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of in the Unused Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective Revolving Credit Commitments. The Borrower shall pay to the Paying Agent for the account of the Lenders, on the date of each termination or reduction of the Unused Commitments, the Facility Fees on the amount of the Unused Commitments so terminated or reduced accrued through the date of such Classtermination or reduction. (d) If a Change of Control shall occur, the Borrower shall, within ten days after the occurrence thereof, give notice thereof to the Administrative Agents (the Paying Agent shall promptly deliver such notice to the Lenders), which notice shall describe in reasonable detail the facts and circumstances giving rise thereto and shall specify an Optional Termination Date for purposes of this Section 2.11 (the "Optional Termination Date"), which date shall not be less than 15 nor more than 30 days after the date of such notice. Each Lender may, by notice to the Borrower and the Paying Agent given not less than three Business Days prior to the Optional Termination Date, terminate its Commitment (if any), which shall thereupon be terminated, and declare the Revolving Credit Loans held by it (together with accrued interest thereon) and any other amounts payable hereunder for its account to be, and such Revolving Credit Loans and such other amounts shall thereupon become, due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, in each case effective as of the Optional Termination Date. On the Optional Termination Date, the Borrower shall deposit into the L/C Cash Collateral Account, an amount in cash equal to such terminating Lender's Pro Rata Share of the Available Amount of all Letters of Credit outstanding on such date. Any such amounts that are deposited pursuant to this Section 2.11 shall be held and applied in accordance with Section 6.02.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Term Loan Commitments shall terminate at 5:00 p.m., 3:00 p.m. (New York City time, ) on the Closing Effective Date and (ii) the Revolving all other Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 5,000,000 and not less than $5,000,000 and 10,000,000, (ii) the Borrower shall not terminate or reduce the Revolving Dollar Tranche Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to accordance with Section 2.11, the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% Dollar Amount of the outstanding amount sum of the applicable LC Exposure in respect thereof), the aggregate total Dollar Tranche Revolving Credit Exposures would exceed the aggregate Dollar Tranche Commitments and (iii) the Borrower shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (b) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 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 facilities, facilities or the closing of a refinancing transaction, a sale of all one or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Controlmore other events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Revolving Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Closing Maturity Date and (ii) the Revolving Term Loan Commitments shall automatically terminate on the Revolving Maturity Delayed Draw Borrowing Date or, if such date does not occur, at 5:00 p.m., Houston time, on the Term Loan Availability Termination Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any either Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Loans and/or in accordance with Section 2.10, the Revolving Credit Exposure would exceed the total Revolving Commitments; provided that for purposes of this paragraph, the LC Exposure shall be deemed to be zero if there exists either cash collateralization collateral equal to 105% of outstanding Letters the LC Exposure or one or more back-up letters of Credit credit for the benefit of each applicable Issuing Bank in a manner reasonably form and substance and issued by issuer(s) satisfactory to each such Issuing Bank in its sole discretion. Upon the provision of such cash collateral or back-up letters of credit and the payment in full of all Obligations, then the Revolving Lenders shall be released from their obligations under Section 2.05(d), and all letter of credit fees accruing after the termination of the Commitments shall be for the account of the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof), the aggregate Revolving Exposures would exceed the aggregate Revolving CommitmentsBanks. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Commitments of any either Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such ClassCommitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Revolving Credit Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving Commitments shall terminate close of business on the Revolving Credit Maturity Date. (b) The Borrower Borrowers may at any time terminate, or from time to time reduce, the Revolving Credit Commitments of any Classor the Swing Loan Sublimit upon at least five (5) Business Days prior written notice to the Administrative Agent; provided that (i) each reduction of the Revolving Credit Commitments of any Class shall be in an amount that is an integral at least equal to $5,000,000 or any greater multiple of $500,000 and not less than $5,000,000 1,000,000, and (ii) the Borrower Borrowers shall not terminate or reduce (x) the Revolving Credit Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent repayment of the Loans in accordance with Section 2.9 or prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof)accordance with Section 2.10, the aggregate total Revolving Credit Exposures would exceed the total Revolving Credit Commitments or (y) the Swing Loan Sublimit if, after giving effect to any concurrent repayment of the Swing Loans in accordance with Section 2.9 or prepayment of the Loans in accordance with Section 2.10, the aggregate Revolving Commitmentsprincipal amount of outstanding Swing Loans would exceed the Swing Loan Sublimit, after giving effect to such termination or reduction. (c) The Borrower Borrowers shall notify the Administrative Agent of any election to terminate or reduce Revolving Credit Commitments or the Commitments Swing Loan Sublimit under paragraph (b) of this Section 2.08 2.7 at least three (3) five Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Borrowers pursuant to this Section 2.08 2.7 shall be irrevocable; provided that a notice of termination of Revolving Credit Commitments or the Revolving Commitments Swing Loan Sublimit or both delivered by the Borrower Borrowers may state that such notice is conditioned upon the effectiveness of other credit facilities, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case such notice may be revoked by the Borrower Borrowers (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Revolving Credit Commitments of any Class shall be permanent. Each reduction of the Revolving Credit Commitments of any Class shall be made ratably among the Revolving Credit Lenders in accordance with their respective Commitments of such ClassRevolving Credit Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Term Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; , provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $5,000,000 2,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) extent that, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof)accordance with Section 2.11, the aggregate Revolving Exposures (excluding, in the case of any termination of the Revolving Commitments, the portion of the Revolving Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrower has made arrangements satisfactory to the Administrative Agent and the applicable Issuing Bank with respect to such Letters of Credit and such Issuing Bank has released the Revolving Lenders from their participation obligations with respect to such Letters of Credit) would exceed the aggregate Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the 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 of any Class delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities, facilities or the closing of a refinancing transaction, a sale of all or substantially all receipt of the assets proceeds from the issuance of the Borrower and its Subsidiaries or a Change of Controlother Indebtedness, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving Facility Commitments shall terminate on the Revolving Facility Maturity Date. The parties hereto acknowledge that the Tranche B-1 Term Loan Commitments will terminate at 5:00 p.m., Local Time, on the Amendment Effective Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Classunder either Facility; provided that (i) each reduction of the Commitments of any Class under either Facility shall be in an amount that is an integral multiple of $500,000 1 million and not less than $5,000,000 5 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 (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) if, after giving effect to any concurrent prepayment of the Revolving Facility Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof)accordance with Section 2.11, the aggregate Revolving Exposures Facility Credit Exposure would exceed the aggregate total Revolving Facility Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments under paragraph (b) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Facility Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class under either Facility shall be made ratably among the Lenders in accordance with their respective Commitments of under such ClassFacility.

Termination and Reduction of Commitments. (a) Unless previously terminatedterminated in accordance with the terms hereof, (i) the Tranche B Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving Commitments 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” unless, subject to Section 2.23(d)(iv), such date is extended with the prior written consent of, in the case of the L/C Commitment, the Issuing Banks or, in the case of the Swingline Commitment, the Swingline Lender). If any Letter of Credit remains outstanding on the Revolving 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. (b) The Upon at least three Business Days’ prior irrevocable written or fax notice to the Administrative Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, in each case without premium or penalty, the Revolving Commitments of any Classor the Swingline Commitment; provided provided, however, that (i) each partial reduction of the Revolving Commitments of any Class or the Swingline Commitment shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than in a minimum amount of $5,000,000 and (ii) the Borrower Total Revolving Commitment shall not terminate or reduce be reduced to an amount that is less than the Aggregate Revolving Commitments if (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) Exposure then in effect; provided, after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof)further, the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided 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 facilities, facilities or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Controlany other event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) Agent on or prior to the specified effective date termination date) if such condition is not satisfied. Any termination . (c) Each reduction in the Revolving Commitments or reduction the Swingline Commitment hereunder shall be made, at the Borrower’s option, to either (i) on a pro rata basis all Classes of Revolving Commitments outstanding on such date or (ii) the Classes of Revolving Commitments outstanding on such date in the order of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made maturity date thereof, in each case, ratably among the applicable Lenders in accordance with their respective Pro 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 Classtermination or reduction. (d) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than ten Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.26(e) shall apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lender or any Lender may have against such Defaulting Lender.