Common use of Termination and Reduction of Commitments Clause in Contracts

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Commitments shall terminate upon the Borrowing of 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 Class without premium or penalty, provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that a notice of termination delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of termination) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Commitments of any Class, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Commitments shall terminate upon the Borrowing of Term Loans on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower Company may at any time terminate, or from time to time reduce, the Commitments of any Class without premium or penalty, Commitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 and 1,000,000, (ii) the Borrower Company shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate Dollar Amount of the sum of the Revolving Credit Exposures would exceed the aggregate Revolving Aggregate Commitment and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. (c) The Borrower Company shall notify the Administrative Agent (in a form reasonably acceptable to Administrative Agent) of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m. at least 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 Company pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditiontransactions specified therein, in which case such notice may be revoked or postponed by the Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. All fees accrued until the effective date of any Class, other than termination or reduction of the Term Aggregate Commitments and shall be paid on the Revolving Commitments, be terminated or reduced under this Section 2.08 unless effective date of such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may betermination.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the The Tranche B Term Commitments shall automatically terminate upon the Borrowing funding of the Tranche B Term Loans thereunder on the Closing Date and/or the Second Amendment Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date, as applicable. (b) The After the Closing Date, the Borrower may at any time terminate, or from time to time permanently reduce, without premium or penalty, the Commitments of any Class without premium or penalty, Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 250,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment reduction or termination of the Commitments, the Swingline Sublimit exceeds the amount of the Revolving Loans or Swingline Loans in accordance with Section 2.11Facility, such sublimit shall be automatically reduced by the aggregate Revolving Exposures would exceed the aggregate Revolving Commitmentsamount of such excess. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph clause (b) of this Section above not later than 11:00 a.m., New York City time at least three (3) Business Days (or such shorter time as the Administrative Agent may agree) prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that a notice of termination delivered by the Borrower irrevocable but may state that such notice is be conditioned upon the effectiveness of other credit facilities any debt facility or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of termination) if such condition is not satisfiedequity issuance. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any 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 Revolving Commitments shall automatically terminate upon any sale, assignment, transfer or other than Disposition that would constitute a “Change of Control” but for clause (d) of the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may bedefinition of “Permitted Holder”.

Termination and Reduction of Commitments. (a) Unless ----------------------------------------- previously terminated, (i) the Term Commitments shall terminate upon the Borrowing of Term Loans at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class without premium or penalty, Class; provided that (i) each reduction of the -------- Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate sum of the Revolving Exposures would exceed the aggregate total Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Revolving Commitments delivered by -------- the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Commitments shall terminate upon the Borrowing of 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 Class without premium or penalty, Commitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 1,000,000, and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment repayment of the Revolving Loans or Swingline Loans Advances in accordance with Section 2.112.06, the aggregate Revolving Credit Exposures would exceed the aggregate Revolving total Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three five (5) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. (d) If an Event of any ClassDefault or a Final Determination has occurred, other than the Term Commitments Commitment shall be automatically and immediately reduced to zero and the Revolving CommitmentsAvailability Period shall thereupon be terminated. The Administrative Agent shall give notice to the Borrower of such reduction and termination; however, be terminated or reduced under this Section 2.08 unless failure to give such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as notice shall in no way affect the case may bereduction of the Commitment and the termination of the Availability Period.

Termination and Reduction of Commitments. (a) Unless previously terminatedterminated pursuant to the terms of this Agreement, (i) the Term Loan Commitments shall terminate upon the Borrowing of Term Loans at 3:00 p.m. (New York City time) on the Effective Date and (ii) the Revolving all other Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower Holdings may at any time terminate, or from time to time reduce, the Commitments of any Class without premium or penalty, Revolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 and (ii) the Borrower Holdings shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate Dollar Amount of the sum of the Revolving Credit Exposures would exceed the aggregate Revolving Commitments. (c) The Borrower Holdings shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Holdings pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower Holdings may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt closing of the proceeds from the issuance of other Indebtedness one or the occurrence of some other identifiable event or conditionmore securities offerings, in which case such notice may be revoked or postponed by the Borrower Holdings (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Commitments of any Class, other than shall be made ratably among the Term Commitments and the Revolving Lenders in accordance with their respective Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Tranche B Commitments shall terminate upon the Borrowing of Term Loans at 5:00 p.m., New York City time, on the Effective 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 without premium or penalty, Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or and Swingline Loans and/or cash collateralization of outstanding Letters of Credit in accordance with Section 2.11a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 105% 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 such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable, ; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities facilities, or the receipt closing of a refinancing transaction, a sale of all or substantially all of the proceeds from assets of the issuance Borrower and its Subsidiaries or a Change of other Indebtedness or the occurrence of some other identifiable event or conditionControl, in which case such notice may be revoked or postponed 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. The Borrower may not designate that any Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminatedExcept as otherwise provided in Section 2.19, (i) the Term Commitments shall terminate upon the Borrowing of Term Loans on the Effective Date and (ii) the Revolving Commitments Commitments, the Swingline Commitment, and the LC Commitment shall automatically terminate on the Revolving Maturity Date. (b) The Borrower Company may at any time terminate, or from time to time reduce, the Commitments of under any Class without premium or penalty, Subfacility; provided that (i) each any such reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and the Borrowing Multiple, (ii) the Borrower Commitments under any Subfacility shall not terminate be terminated or reduce the Revolving Commitments reduced if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans under such Subfacility in accordance with Section 2.112.09, the aggregate Revolving Exposures under such Subfacility would exceed the aggregate Revolving CommitmentsCommitments under such Subfacility and (iii) the North American Minimum Requirement shall be met. (c) In the event that the Dutch Parent Borrower consolidates, amalgamates, merges with or into or winds up into, or sells, assigns, transfers, leases, conveys or otherwise disposes of all or substantially all of its properties or assets, in one or more related transactions, to any Person other than in accordance with clauses (i) through (v) of Section 9.11(b) (such transactions, the “Dutch Parent Borrower Disposition”), all of the Revolving Commitments under the Dutch Subfacility shall be terminated. (d) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the any Class of Commitments under any Subfacility under paragraph (b) or (c) of this Section 2.07 at least three two Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof; it being understood that in the case of a Dutch Parent Borrower Disposition, the effective date of the termination of Revolving Commitments under the Dutch Subfacility shall be on or prior to the date the Dutch Parent Borrower Disposition is consummated. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that a notice of termination delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of termination) if such condition is not satisfied. Any effectuated termination or reduction of the Commitments of any Class shall be permanent. The Borrower Each termination or reduction of the Commitments shall be made among the Lenders based on each Lender’s Pro Rata Percentage under the applicable Subfacility or Subfacilities within any Class of the Commitments; provided that, notwithstanding the foregoing, (1) the Company may not designate that allocate any termination or reduction of Commitments among Classes of Commitments at its direction, (2) the Company may allocate any termination or reduction of Commitments among Revolving Commitments and Extended Revolving Commitments at its direction (including, for the avoidance of doubt, to the Commitments with respect of any Class of Extended Revolving Commitments without any termination or reduction of the remaining Commitments with respect to the Existing Revolving Loan Commitments from which such Extended Revolving Commitments were converted or extended) and (3) in connection with the establishment on any date of any Extended Revolving Commitments pursuant to Section 2.19, the Existing Revolving Loan Commitments of any Classone or more Lenders providing any such Extended Revolving Commitments on such date shall be reduced in an amount equal to the amount of Existing Revolving Loan Commitments so extended on such date (or, other than if agreed by the Term Commitments Company and the Lenders providing such Extended Revolving Commitments, by any greater amount so long as (A) a proportionate reduction of the Existing Revolving Loan Commitments has been offered to each Lender to whom the applicable Extension Request has been made (which may be terminated conditioned upon such Lender becoming an Extending Lender), and (B) the Company prepays the Existing Revolving Loans of such Class of Existing Revolving Loan Commitments owed to such Lenders providing such Extended Revolving Commitments to the extent necessary to ensure that, after giving pro forma effect to such repayment or reduced under this Section 2.08 unless reduction, the Existing Revolving Loans of such offer is accompanied Class are held by at least the Lenders of such Class on a pro rata offer basis in accordance with their Existing Revolving Loan Commitments of such Class after giving pro forma effect to purchasesuch reduction) (provided that (x) after giving pro forma effect to any such reduction and to the repayment of any Loans made on such date, terminate the aggregate amount of the revolving credit exposure of any such Lender does not exceed the Existing Revolving Loan Commitment thereof (such revolving credit exposure and Existing Revolving Loan Commitment being determined in each case, for the avoidance of doubt, exclusive of such Lender’s Extended Revolving Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause shall be made in compliance with the requirements of Section 2.10(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving pro forma effect to any conversion or reduce Term exchange pursuant to Section 2.19 of Existing Revolving Loan Commitments or and Existing Revolving CommitmentsLoans into Extended Revolving Commitments and Extended Revolving Loans respectively, as and prior to any reduction being made to the case may beCommitment of any other Lender).

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Commitments provided on the Effective Date shall terminate upon the Borrowing of Term Loans at 11:59 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class without premium or penaltyClass, provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class and (ii) the Borrower shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.11, the aggregate Revolving Exposures of such Class would exceed the aggregate Revolving CommitmentsCommitments of such Class. (c) The Borrower shall notify the First Lien Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least three one (1) Business Days Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the First Lien 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 the ABL Facility, any other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable and specified event or condition, in which case such notice may be revoked or postponed extended by the Borrower (by notice to the First Lien Administrative Agent on or prior to the specified effective date of termination) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Commitments Revolving Commitment of each Revolving Lender shall automatically and permanently terminate upon the Borrowing of Term Loans on the Effective relevant Maturity Date and (ii) the Revolving Commitments Term Loan Commitment of each Term Lender shall automatically and permanently terminate on the Revolving Maturity DateClosing Date (after giving effect to the incurrence of Term Loans on such date). (b) The Borrower Borrowers may at any time terminate, or from time to time reduce, the Commitments of any Class without premium or penalty, Class; provided that (i) each reduction of the such Commitments of any Class shall be in an amount that is an integral multiple of $500,000 5,000,000 and not less than $1,000,000 10,000,000 and (ii) the Borrower Borrowers shall not terminate or reduce the any Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of such Class in accordance with Section 2.11, the aggregate Dollar Amount of the sum of the total Revolving Credit Exposures in respect of such Class would exceed the aggregate Revolving CommitmentsCommitments of such Class. (c) The Borrower Borrowers shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (b) of this Section 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 such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Borrowers pursuant to this Section 2.09 shall be irrevocable, ; provided that a notice of termination of the Commitments of any Class delivered by the Borrower Borrowers may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of one or more other Indebtedness or the occurrence of some other identifiable event or conditionevents specified therein, in which case such notice may be revoked or postponed by the each applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any 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, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the The Initial Term Commitments Loan Commitment of each Term Lender shall terminate be automatically and permanently reduced to $0 upon the Borrowing making of such Term Lender’s Initial Term Loans on pursuant to Section 2.01. The Additional Term B-1 Commitment of each Term Lender shall be automatically and permanently reduced to $0 upon the Effective Date making of such Term Lender’s Additional Term B-1 Loans pursuant to Section 2.01. The Incremental Term B-1 Commitment of each Term Lender shall be automatically and (ii) permanently reduced to $0 upon the Revolving Commitments shall terminate on the Revolving Maturity Datemaking of such Term Lender’s Incremental Term B-1 Loans pursuant to Section 2.01. (b) The Borrower Representative may at any time terminate, or from time to time reduce, the Commitments of any Class without premium or penaltyClass; provided, provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 5,000,000 and not less than $1,000,000 and 10,000,000 (ii) or, if less, the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment remaining amount of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate Revolving Exposures would exceed the aggregate Revolving CommitmentsCommitments of such Class). (c) The Borrower Representative 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 reductionreduction (or such shorter period acceptable to the Administrative Agent), specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section 2.08 shall be irrevocable; provided, provided that a notice of termination or reduction of the Commitments of any Class delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities facilities, indentures or the receipt of the proceeds from the issuance of similar agreements or other Indebtedness or the occurrence of some other identifiable event or conditiontransactions, in which case such notice may be revoked or postponed by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any made ratably among the Lenders in accordance with their respective Commitments of any such Class, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Commitments shall terminate upon the Borrowing of 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 Class without premium or penalty, Commitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 5,000,000 and not less than $1,000,000 10,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.112.08, the aggregate Total Revolving Exposures Credit Exposure would exceed the aggregate Revolving CommitmentsAggregate Commitment. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least 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 shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditiontransactions, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfiedsatisfied (provided that the failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section 2.13). Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. All Commitment Fees accrued until the effective date of any termination of any Commitments shall be paid on the effective date of any Class, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may betermination.

Termination and Reduction of Commitments. (a) Unless previously terminatedIf the Combined Closing Date occurs, (i) the Term Commitments shall terminate automatically be terminated in full upon the Borrowing making of Term the Loans in a single drawing on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Combined Closing Date. (b) The Borrower If the PXP Closing Date occurs prior to the MMR Closing Date, the Commitments shall automatically be reduced upon the making of the Loans on the PXP Closing Date by the aggregate principal amount of such Loans made on the PXP Closing Date. (c) If the MMR Closing Date occurs prior to the PXP Closing Date, the Commitments shall automatically be reduced upon the making of the Loans on the MMR Closing Date by the aggregate principal amount of such Loans made on the MMR Closing Date. (d) Unless previously terminated, upon the occurrence of the later of the PXP Termination Date and the MMR Termination Date, the Commitments shall automatically be terminated in full. (e) If the PXP Acquisition Agreement is terminated prior to the consummation of the PXP Acquisition, the Commitments shall automatically be reduced to $2,500,000,000 on the date of such termination, to the extent the aggregate amount of outstanding undrawn Commitments on such date exceeds such amount. (f) FCX may at any time terminate, or from time to time reduce, the Commitments of any Class without premium or penalty, Commitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments5,000,000. (cg) The Borrower FCX shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (bf) of this Section Section, at least three Business Days prior to the effective date of such termination or reduction, specifying such election or reduction and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower FCX pursuant to this Section shall be irrevocable, provided that a notice of termination delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked or postponed by the Borrower . (by notice to the Administrative Agent on or prior to the specified effective date of terminationh) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Commitments shall be made ratably among the Lenders in accordance with the amounts of any Class, other than the Term Commitments and the Revolving their individual Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Commitments shall terminate upon the Borrowing of Term Loans on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Parent Borrower may at any time terminate, or from time to time reduce, the Revolving Commitments of under any Class without premium or penalty, Revolving Facility; provided that (i) each reduction of the Revolving Commitments of under any Class Revolving Facility shall be in an amount that is an integral multiple of $500,000 100,000, in the case of USD Revolving Commitments or the Dollar Equivalent of €100,000, in the case of Euro Revolving Commitments, as applicable, and not less than $1,000,000 1,000,000, in the case of USD Revolving Commitments or the Dollar Equivalent of €1,000,000, in the case of Euro Revolving Commitments, as applicable, and (ii) the Parent Borrower shall not terminate or reduce the Revolving Commitments under a Revolving Facility if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.112.13, the aggregate Revolving Credit Exposures would exceed the aggregate total USD Revolving Commitments or the Euro Revolving Loans would exceeds the Euro Revolving Commitments. (c) The Parent Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such written notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Parent Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Revolving Commitments delivered by the Parent Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked or postponed by the Parent Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. The Borrower may not designate that any Commitments Each reduction of any Class, other than the Term Commitments and the Revolving Commitments, Commitments shall be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or made ratably among the Lenders in accordance with their respective Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Commitments shall automatically terminate upon the Borrowing funding of the Term Loans on the Effective 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 without premium or penalty, Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate 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 at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination delivered by or reduction of the Borrower Revolving Commitments under paragraph (b) of this Section may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event one or conditionmore events specified therein, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of or termination) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Commitments Commitment of each Term Lender shall automatically terminate upon the Borrowing of Term Loans on the Effective earlier of (A) immediately after the making of the Term Loan by such Term Lender on the Term Funding Date and (B) the Term Commitment Termination 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 without premium or penalty, Class; provided that (i) each reduction of the Commitments of any a Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 and (ii) the Borrower Company shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.112.08, the aggregate Aggregate Revolving Exposures Exposure would exceed the aggregate Aggregate Revolving CommitmentsCommitment. (c) The Borrower Company shall notify the Applicable Facility Agent (with a copy to the General Administrative Agent Agent) of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Applicable Facility Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section shall be irrevocable, ; provided that a notice of termination delivered by or reduction of the Borrower Commitments of any Class under paragraph (b) of this Section may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event one or conditionmore events specified therein, in which case such notice may be revoked or postponed by the Borrower Company (by notice to the Applicable Facility Agent (with a copy to the General Administrative Agent Agent) on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Commitments shall terminate upon the Borrowing of 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 Class without premium or penalty, Commitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 10,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.112.09, the aggregate total Revolving Credit Exposures would exceed the aggregate Revolving Aggregate Commitments. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Borrower or if the Alternate Currency Sublimit would exceed the Aggregate Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Promptly following receipt of any notice pursuant to this Section 2.07(c), the Administrative Agent shall advise the Lenders of the contents thereof. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Commitments of any Class, other than shall be made ratably among the Term Commitments and the Revolving Lenders in accordance with their respective Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Commitments shall terminate upon the Borrowing of Term Loans on the Effective Date and (ii) the Revolving Facility Commitments of each Class shall terminate on the applicable Revolving Facility Maturity DateDate for such Class. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class without premium or penaltyClass; provided, provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 (or, if less, the remaining amount of the Revolving Facility Commitments of such Class) and (ii) the Borrower shall not terminate or reduce the Revolving Facility Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Facility Loans in accordance with Section 2.11, the aggregate Revolving Exposures Facility Credit Exposure of such Class 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 Commitments of any Class under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided, provided that a notice of termination of the Revolving Facility Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditiondebt instruments, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any made ratably among the Lenders in accordance with their respective Commitments of any such Class, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminatedterminated pursuant to the terms of this Agreement, (i) the Term Commitments shall terminate upon the Borrowing of Term Loans on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity DateDate (as it may be extended with respect to some or all of the Commitments pursuant to Section 2.21). (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class without premium or penalty, Commitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 5,000,000 and not less than $1,000,000 20,000,000 (in each case, unless equal to the entire remaining amount of the Commitments) and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.112.10, the aggregate Total Revolving Exposures Credit Exposure would exceed the aggregate Revolving Aggregate Commitments. (c) The Borrower shall notify the Administrative Agent by telephone or email (and, in the case of telephonic notice, promptly confirmed by email) of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days (or such shorter period as shall be acceptable to the Administrative Agent) prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a any such notice of termination delivered by or reduction of the Borrower Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event one or conditionmore events specified therein, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Commitments of any Class, other than shall be made ratably among the Term Commitments and the Revolving Lenders in accordance with their respective Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Revolving Commitments shall terminate upon the Borrowing of Term Loans on the Effective Revolving Maturity Date and (ii) the Revolving Commitments Swing Line Commitment shall terminate on the sixth Business Day prior to the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class without premium or penaltyRevolving Commitments, provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.08, the sum of the Revolving Exposures would exceed the total Revolving Commitments and (ii) each such reduction shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000. (c) The Borrower may at any time terminate, or Swingline from time to time reduce, the Swing Line Commitment, provided that the Borrower shall not terminate or reduce the Swing Line Commitment if, after giving effect to any concurrent prepayment of the Swing Line Loans in accordance with Section 2.112.05(d), the aggregate Revolving Exposures outstanding principal amount of all Swing Line Loans would exceed the aggregate Revolving CommitmentsSwing Line Commitment. (cd) Each reduction of the Revolving Commitments hereunder shall be made ratably among the applicable Lenders in accordance with their respective Revolving Commitments. The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (bSection 2.06(b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.06 shall be irrevocable, provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class hereunder shall be permanent. The Borrower may not designate that any Commitments of any Class, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Commitments shall terminate upon the Borrowing of Term Loans on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Termination Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class without premium or penalty, Commitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple minimum aggregate amounts of $500,000 and not 10,000,000 (unless the total Commitment at such time is less than $1,000,000 10,000,000, in which case, in an amount equal to the total Commitment at such time) and, if such reduction is greater than $10,000,000, in integral multiples of $5,000,000 in excess of such amount and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the sum of the Revolving Credit Exposures plus the aggregate Revolving Exposures principal amount of outstanding 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 at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Termination of the Commitments prior to the Termination Date shall also terminate the obligations of any Class, other than the Term Commitments and Lenders to convert the Revolving Loans to Term Loans. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Tranche A Commitments and Tranche B Commitments shall terminate upon the Borrowing of Term Loans at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class without premium or penalty, provided Class; PROVIDED that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 10,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate sum of the Revolving Exposures would exceed the aggregate total Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided ; PROVIDED that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Commitments shall terminate upon the Borrowing of Term Loans at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class without premium or penaltyClass, provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 500,000 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, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments. (c) The 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 (1) Business Days Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the 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 or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable and specified event or condition, in which case such notice may be revoked or postponed extended by the Administrative Borrower (by notice to the Administrative Agent on or prior to the specified effective date of termination) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of (x) the Commitments of any Class, other than Class shall be made ratably among the Term Lenders in accordance with their respective Commitments of such Class and (y) the Revolving Commitments, Commitments shall be terminated made to any Class of Revolving Commitment as directed by the Administrative Borrower (including to any Class of existing or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or extended Revolving Commitments, as the case may be).

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Dollar Term Commitments shall terminate upon the Borrowing of Term Loans at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class without premium or penaltyClass, provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three one Business Days Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of termination) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Commitments shall terminate upon the Borrowing of Term Loans at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Each Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class without premium or penalty, Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and (ii) the each Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments. (c) The Each Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of b)of this Section at least three one Business Days Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the such Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Revolving Commitments delivered by the such Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked or postponed by the such Borrower (by notice to the Administrative Agent on or prior to the specified effective date of termination) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously used or terminated, (i) the Term Loan Commitments shall terminate upon the Borrowing of Term Loans on the date that is sixty (60) days after the Effective Date and Date. (iib) Unless previously terminated, the Revolving Commitments shall terminate on the Revolving Maturity DateDate (except that Letters of Credit issued before that date may remain outstanding in accordance with their terms and the terms of this Agreement). (bc) The Borrower Lufkin may at any time terminate, or from time to time reduce, the Commitments of any Class without premium or penalty, either Class; provided that (i) each reduction of the Commitments of any a given Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000, and (ii) the Borrower Lufkin shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.112.11 or 2.12, the aggregate Revolving sum of the Credit Exposures of the applicable Class would exceed the aggregate Revolving Commitmentstotal Commitments of that Class. (cd) The Borrower Lufkin shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph paragraphs (a) and (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election election, the Class of Commitments to be terminated and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of Loans of the applicable Class of the contents thereof. Each notice delivered by the Borrower Lufkin pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower Lufkin may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked or postponed by the Borrower Lufkin (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders of Loans of the applicable Class in accordance with their respective Commitments of that Class. (e) The Borrower Commitments may not designate that any Commitments of any Class, other than the Term Commitments and the Revolving Commitments, be reinstated after they have been terminated or reduced under this (except in accordance with Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be2.01(c)) increased after they have been reduced.

Termination and Reduction of Commitments. (a) The Term Commitment of each Lender shall terminate at the close of business on the Effective Date. (b) Unless previously terminated, (i) the Term Commitments shall terminate upon the Borrowing of Term Loans on the Effective Date and (ii) the each Lender’s Revolving Commitments Commitment shall terminate on the Maturity Date applicable to such Lender’s Revolving Maturity DateLoans. (bc) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class without premium or penalty, Revolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate total Revolving Exposures would exceed the aggregate total Revolving Commitments. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (bc) of this Section at least three Business Days prior to not later than 11:00 a.m., New York City time on the proposed effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfinancings, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or Each reduction of the Revolving Commitments shall be made ratably among the respective Lenders thereof in accordance with their respective Revolving Commitment. (e) Any termination of any Class the Commitments pursuant to this Section 2.09 or ARTICLE VII shall be permanent. The Borrower may not designate that any Commitments of any Class, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Commitments shall terminate upon the Borrowing of Term Loans on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class without premium or penaltyClass, provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three one Business Days Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of termination) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Commitments shall terminate upon the Borrowing of 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 Class without premium or penaltyClass, provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that a notice of termination delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of termination) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments shall automatically terminate upon the Borrowing of Term Loans at 5:00 p.m., New York City time, on the Second Amendment Effective 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 without premium or penalty, Class; provided that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 and 5,000,000, (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.112.10, the aggregate Aggregate Revolving Exposures Exposure would exceed the aggregate Aggregate Revolving CommitmentsCommitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC Sublimit. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least not later than 11:00 a.m., New York City time, three Business Days Days, or such shorter period as may be agreed by the Administrative Agent, prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination or reduction of the Revolving Commitments delivered by the Borrower under this paragraph may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event one or conditionmore events specified therein, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class, other than the Term Commitments and . All fees in respect of the Revolving Commitments, Commitments accrued until the effective date of any termination of the Revolving Commitments shall be terminated paid on the effective date of such termination. (d) If after giving effect to any reduction or reduced termination of Revolving Commitments under this Section 2.08 unless 2.07, the LC Sublimit exceeds the Revolving Commitments at such offer is accompanied time, the LC Sublimit shall be automatically reduced by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may beamount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminatedSubject to the provisions of Section 2.21, (i) the Term Commitments shall automatically terminate upon the Borrowing of Term Loans at 5:00 p.m., New York City time, on the Effective Date Closing Date. The Revolving Commitments, the Swingline Commitment and (ii) the Revolving Commitments LC Commitment 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 Class without premium or penaltyClass; provided, provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 100,000 and not less than $1,000,000 500,000 and (ii) the Borrower Revolving Commitments shall not terminate be terminated or reduce the Revolving Commitments reduced if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.112.10, the aggregate Total Revolving Exposures Exposure would exceed the aggregate Total Revolving Commitments. (c) Upon the incurrence of any Specified Refinancing Revolving Commitments, the Revolving Commitments of the Revolving Lenders under the Class of Revolving Loans being refinanced shall be automatically and permanently reduced on a ratable basis by an amount equal to 100% of the Specified Refinancing Revolving Commitments so incurred. (d) The Administrative Borrower shall notify the Administrative Agent in writing of any election to terminate or reduce the Commitments of any Class under paragraph (bSection 2.07(b) of this Section at least three 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 applicable Lenders of the contents thereof. Each notice delivered by the Administrative Borrower pursuant to this Section 2.07 shall be irrevocable; provided, provided that a notice of termination of all then remaining Commitments delivered by the Administrative Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or in order to refinance in full the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionObligation hereunder, in which case such notice may be revoked or postponed by the Administrative Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments for such Class, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this . Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.Section 2.08

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Commitments shall terminate upon the Borrowing of Term Loans at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class without premium or penalty, Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of b)of this Section at least three one Business Days Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of termination) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Loan Commitments shall terminate upon the making of the Initial Term Loans on the Effective Date, (ii) the 2020 Incremental Term Commitments shall terminate upon the Borrowing earlier to occur of (x) the making of the 2020 Incremental Term Loans on the Effective Date and (iiy) 5:00 p.m. New York City time on March 25, 2020, (iii) the Revolving 2021 Incremental Term Commitments shall terminate upon the earlier to occur of (x) the making of the 2021 Incremental Term Loans and (y) 5:00 p.m. New York City time on June 11, 2021, (iv) the Revolving Maturity Date.2021-2 Incremental Term Commitments shall terminate upon the earlier to occur (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class without premium at the Borrower’s sole discretion (for the avoidance of doubt, such reduction or penalty, termination need not be reduced or terminated on a pro rata basis among Classes of Commitments); provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans of such Class or Swingline Loans in accordance with Section 2.11, the aggregate Revolving Exposures of such Class would exceed the aggregate Revolving CommitmentsCommitments of such Class. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section by 2:00 p.m. New York City time at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower . (d) Any termination or reduction pursuant to this Section 2.08 shall be irrevocable, apply proportionately and permanently to reduce the Commitments of each of the Lenders within such Class; provided that a notice of termination delivered by (i) the Borrower may state that such notice is conditioned upon allocate any termination or reduction of Commitments among Classes of Commitments at its direction (including, for the effectiveness avoidance of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditiondoubt, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior Commitments with respect to the specified effective date any Class of termination) if such condition is not satisfied. Any Extended Revolving Commitments without any termination or reduction of the Commitments with respect to any Existing Revolving Commitments of the same Specified Existing Revolving Commitment Class) and (ii) in connection with the establishment on any date of any Class shall be permanent. The Borrower may not designate that any Extended Revolving Commitments pursuant to Section 2.24, the Existing Revolving Commitments of any Classone or more Lenders providing any such Extended Revolving Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Revolving Commitments so extended on such date (or, other than if agreed by the Term Commitments Borrower and the Lenders providing such Extended Revolving Commitments, by any greater amount so long as (A) a proportionate reduction of the Specified Existing Revolving Commitments has been offered to each Lender to whom the applicable Revolving Credit Extension Request has been made (which may be terminated conditioned upon such Lender becoming an Extending Lender), and (B) the Borrower prepay the Existing Revolving Loans of such Class owed to such Lenders providing such Extended Revolving Commitments to the extent necessary to ensure that, after giving pro forma effect to such repayment or reduced under this Section 2.08 unless reduction, the Existing Revolving Loans of such offer is accompanied Class are held by at least the Lenders of such Class on a pro rata offer basis in accordance with their Existing Revolving Commitments of such Class after giving pro forma effect to purchasesuch reduction) (provided that (x) after giving pro forma effect to any such reduction and to the repayment of any Loans made on such date, terminate or reduce Term the aggregate amount of the revolving credit exposure of any such Lender does not exceed the Existing Revolving Commitment thereof (such revolving credit exposure and Revolving Credit Commitment being determined in each case, for the avoidance of doubt, exclusive of such Lender’s Extended Revolving Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause shall be made in compliance (e) With respect to each mandatory reduction and termination of Revolving Commitments or Replacement Revolving Credit Commitments (and any previously extended Revolving Commitments) required in connection with the incurrence of any Incremental Refinancing Facility or the incurrence of any Credit Agreement Refinancing Indebtedness incurred to Refinance any Revolving Commitments, as Replacement Revolving Commitments and/or Other Revolving Commitments, the case Borrower may bedesignate (i) the Classes of Commitments to be reduced and terminated and (ii) the corresponding Classes of Loans to be prepaid; provided that (x) any such reduction and termination shall apply proportionately and permanently to reduce the Commitments of each of the Lenders within any such Class and (y) after giving pro forma effect to such termination or reduction and to any prepayments of Loans or cancellation or cash collateralization of Letters of Credit made on the date of each such reduction and termination in accordance with this Agreement, the aggregate amount of such Lenders’ credit exposures shall not exceed the remaining Commitments of such Lenders’ in respect of the Class reduced and terminated. In connection with any such termination or reduction, to the extent necessary, the participations hereunder in outstanding Letters of Credit and Swingline Loans may be required to be reallocated and related loans outstanding prepaid and then reborrowed.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Commitments shall automatically terminate upon the Borrowing of Term Loans at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any Class without premium or penalty, 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 $1,000,000 unless such amount represents all of the remaining Commitments of such Class and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.112.10, 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 at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination or reduction of the Revolving Commitments delivered by the Borrower under this paragraph may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event one or conditionmore events specified therein, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminatedExcept as otherwise provided in Section 2.19, (ix) the Term Canadian Revolving Commitments, the Dutch Revolving Commitments, the U.S. Tranche A Revolving Commitments, the Swingline Commitment, and the LC Commitment shall automatically terminate on the Maturity Date, and(y) the Initial U.S. Tranche B Revolving Commitments shall terminate were terminated and automatically and permanently reduced to $0 upon the Borrowing making of Term Initial U.S. Tranche B Revolving Loans on the Second Amendment Effective Date pursuant to Section 2.01(iv)(x) and (iiz) the U.S. Tranche B Increased Revolving Commitments shall terminate and be automatically and permanently reduced to $0 upon the making of the U.S. Tranche B Increased Revolving Loans on the Revolving Maturity DateSecondThird Amendment Effective Date pursuant to Section 2.01(iv) (y). (b) The Borrower Company may at any time terminate, or from time to time reduce, the Ex-FILO Revolving Commitments of under any Class without premium or penalty, Ex-FILO Subfacility; provided that (i) each any such reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and the Borrowing Multiple, (ii) the Borrower Ex-FILO Revolving Commitments under any Ex-FILO Subfacility shall not terminate be terminated or reduce the Revolving Commitments reduced if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans under such Ex-FILO Subfacility in accordance with Section 2.112.09, the aggregate Ex-FILO Revolving Exposures under such Ex-FILO Subfacility would exceed the aggregate Revolving CommitmentsCommitments under such Ex-FILO Subfacility, and (iii) the North American Minimum Requirement shall be met. (c) In the event that the Dutch Parent Borrower consolidates, amalgamates, merges with or into or winds up into, or sells, assigns, transfers, leases, conveys or otherwise disposes of all or substantially all of its properties or assets, in one or more related transactions, to any Person other than in accordance with clauses (i) through (v) of Section 9.11(b) (such transactions, the “Dutch Parent Borrower Disposition”), all of the Revolving Commitments under the Dutch Subfacility shall be terminated. (d) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the any Class of Ex-FILO Revolving Commitments under any Ex-FILO Subfacility under paragraph (b) or (c) of this Section 2.07 at least three two Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof; it being understood that in the case of a Dutch Parent Borrower Disposition, the effective date of the termination of Revolving Commitments under the Dutch Subfacility shall be on or prior to the date the Dutch Parent Borrower Disposition is consummated. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that a notice of termination delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of termination) if such condition is not satisfied. Any effectuated termination or reduction of the Commitments of any Class shall be permanent. The Borrower Each termination or reduction of the Commitments shall be made among the Lenders based on each Lender’s Pro Rata Percentage under the applicable Subfacility or Subfacilities within any Class of the Commitments; provided that, notwithstanding the foregoing, (1) the Company may not designate that allocate any termination or reduction of Commitments among Classes of Commitments at its direction, (2) the Company may allocate any termination or reduction of Commitments among Revolving Commitments and Extended Revolving Commitments at its direction (including, for the avoidance of doubt, to the Commitments with respect of any Class of Extended Revolving Commitments without any termination or reduction of the remaining Commitments with respect to the Existing Revolving Loan Commitments from which such Extended Revolving Commitments were converted or extended) and (3) in connection with the establishment on any date of any Extended Revolving Commitments pursuant to Section 2.19, the Existing Revolving Loan Commitments of any Classone or more Lenders providing any such Extended Revolving Commitments on such date shall be reduced in an amount equal to the amount of Existing Revolving Loan Commitments so extended on such date (or, other than if agreed by the Term Commitments Company and the Lenders providing such Extended Revolving Commitments, by any greater amount so long as (A) a proportionate reduction of the Existing Revolving Loan Commitments has been offered to each Lender to whom the applicable Extension Request has been made (which may be terminated conditioned upon such Lender becoming an Extending Lender), and (B) the Company prepays the Existing Revolving Loans of such Class of Existing Revolving Loan Commitments owed to such Lenders providing such Extended Revolving Commitments to the extent necessary to ensure that, after giving pro forma effect to such repayment or reduced under this Section 2.08 unless reduction, the Existing Revolving Loans of such offer is accompanied Class are held by at least the Lenders of such Class on a pro rata offer basis in accordance with their Existing Revolving Loan Commitments of such Class after giving pro forma effect to purchasesuch reduction) (provided that (x) after giving pro forma effect to any such reduction and to the repayment of any Loans made on such date, terminate the aggregate amount of the revolving credit exposure of any such Lender does not exceed the Existing Revolving Loan Commitment thereof (such revolving credit exposure and Existing Revolving Loan Commitment being determined in each case, for the avoidance of doubt, exclusive of such Lender’s Extended Revolving Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause shall be made in compliance with the requirements of Section 2.10(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving pro forma effect to any conversion or reduce Term exchange pursuant to Section 2.19 of Existing Revolving Loan Commitments or and Existing Revolving CommitmentsLoans into Extended Revolving Commitments and Extended Revolving Loans respectively, as and prior to any reduction being made to the case may beCommitment of any other Lender).

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Tranche C-1 Commitments shall terminate upon the Borrowing of Term Loans at 5:00 p.m., New York City time, on the Restatement 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 without premium or penalty, Revolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 10,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate sum of the Revolving Exposures would exceed the aggregate total Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Revolving Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments. (d) The Borrower may not designate parties hereto acknowledge that any Commitments of any Classthe Tranche A Commitments, other than the Term Tranche B Commitments, the Tranche B-1 Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Tranche C Commitments or Revolving Commitments, as the case may behave terminated.

Termination and Reduction of Commitments. (a) vii. Unless previously terminated, (i) the Term Commitments shall automatically terminate upon the Borrowing of Term Loans at 5:00 p.m., New York City time, on the Effective Term Commitment Expiration Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date. (ba) The Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any Class without premium or penalty, Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate Aggregate Revolving Exposures Exposure would exceed the aggregate Aggregate Revolving CommitmentsCommitment. (cb) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination delivered by or reduction of the Borrower Revolving Commitments under paragraph (b) of this Section may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event one or conditionmore events specified therein, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Commitments shall terminate upon be automatically and permanently reduced to zero after giving effect to the Borrowing of the Initial Term Loans on the Effective Date and (ii) the Initial Revolving Commitments shall terminate be automatically and permanently reduced to zero on the Initial Revolving Maturity Date. (b) The Borrower Borrowers may at any time terminate, or from time to time permanently reduce, the Commitments of any Class without premium or penalty, Class; provided that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 and (ii) the Borrower Revolving Borrowers shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of such Class in accordance with Section 2.114.04, the aggregate principal amount of Revolving Exposures Loans of such Class outstanding at such time would exceed the aggregate amount of Revolving CommitmentsCommitments of such Class at such time. (c) The Borrower Borrowers shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 4.05 at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower Borrowers pursuant to this Section 4.05 shall be irrevocable, ; provided that a notice of termination or reduction of the Initial Revolving Commitments delivered by the Borrower under this paragraph may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event one or conditionmore events specified therein, in which case such notice may be revoked or postponed by the Borrower Borrowers (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) on the Effective Date, the Amendment No. 2 Effective Date and the Amendment No. 3 Effective Date, the applicable Term Commitments in effect on such date shall terminate upon the Borrowing making of the relevant Term Loans on the Effective Date and such applicable date, (ii) the USD Tranche Revolving Commitments shall terminate on the USD Tranche Revolving Maturity Date and (iii) the Multicurrency Tranche Revolving Commitments shall terminate on the Multicurrency Tranche Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class without premium or penaltyClass, provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and unless such amount represents all of the remaining Commitments of such Class, (ii) the Borrower shall not terminate or reduce the USD Tranche Revolving Commitments if, after giving effect to any concurrent prepayment of the USD Tranche Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate USD Tranche Revolving Exposures would exceed the aggregate USD Tranche Revolving Commitments and (iii) the Borrower shall not terminate or reduce the Multicurrency Tranche Revolving Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11, the aggregate Multicurrency Tranche Revolving Exposures would exceed the aggregate Multicurrency Tranche 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 (1) Business Days Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable, ; provided that a notice of termination of the USD Tranche Revolving Commitments or the Multicurrency Tranche Revolving Commitments, as applicable, delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of termination) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Tranche B-1 Commitments shall terminate upon the Borrowing of Term Loans at 5:00 p.m., New York City time, on the Restatement 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 without premium or penalty, Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 10,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate sum of the Revolving Exposures would exceed the aggregate total Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class, other than . (d) The parties hereto acknowledge that the Term Tranche A Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Tranche B Commitments or Revolving Commitments, as the case may behave terminated.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Commitments Revolving Commitment of each Revolving Lender shall automatically and permanently terminate upon the Borrowing of Term Loans on the Effective relevant Maturity Date and (ii) the Revolving 2021 Term Loan Commitments (other than any 2021 Term Loan Commitments that constitute Incremental Term Loan Commitments) of each 2021 Term Lender shall automatically and permanently terminate on the Revolving Maturity DateRestatement Effective Date (after giving effect to the incurrence of such Term Loans on such date). (b) The Borrower Borrowers may at any time terminate, or from time to time reduce, the Commitments of any Class without premium or penalty, Class; provided that (i) each reduction of the such Commitments of any Class shall be in an amount that is an integral multiple of $500,000 5,000,000 and not less than $1,000,000 10,000,000 and (ii) the Borrower Borrowers shall not terminate or reduce the any Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of such Class in accordance with Section 2.11, the aggregate Dollar Amount of the sum of the total Revolving Credit Exposures in respect of such Class would exceed the aggregate Revolving CommitmentsCommitments of such Class. (c) The Borrower Borrowers shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (b) of this Section 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 such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Borrowers pursuant to this Section 2.09 shall be irrevocable, ; provided that a notice of termination of the Commitments of any Class delivered by the Borrower Borrowers may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of one or more other Indebtedness or the occurrence of some other identifiable event or conditionevents specified therein, in which case such notice may be revoked or postponed by the each applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any 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, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Commitments shall terminate upon the Borrowing of 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 Tranche A Term Loan Commitments of any Class without premium or penalty, the Tranche B Term Loan Commitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate Revolving sum of the Tranche A Exposures would exceed the aggregate Revolving Tranche A Term Loan Commitments, the sum of the Tranche B Exposures would exceed the Tranche B Term Loan Commitments, or the sum of the Exposures would exceed the total Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of any Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Commitments Each reduction of any Class, other than the Tranche A Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Loan Commitments or Revolving Commitments, as Tranche B Term Loan Commitments shall be made ratably among the case may beLenders in accordance with their respective Commitments in respect of Loans of the applicable Tranche. (d) The Commitments in respect of Loans of each Tranche shall permanently reduce in an amount equal to each payment or prepayment of Loans of such Tranche.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Tranche B Commitments shall terminate upon the Borrowing of Term Loans at 5:00 p.m., New York City time, on the Restatement Effective Date and (ii) the Revolving Commitments and Tranche B-1 Commitments shall terminate on the Revolving Maturity Commitment Termination 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 Class without premium (it being understood that reductions of the Revolving Commitment or penalty, the Tranche B-1 Commitment 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 $1,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce (A) the Revolving Commitments shall not be terminated or reduced if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, the sum of the Revolving Exposures would exceed the total Revolving Commitments or Swingline (B) the Tranche B-1 Commitments shall not be reduced if, after giving effect to any concurrent prepayment of the Tranche B-1 Loans in accordance with Section 2.11, the aggregate Revolving sum of the Tranche B-1 Exposures would exceed the aggregate Revolving total Tranche B-1 Commitments. (c) The Parent Borrower (on behalf of itself, the Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers) shall notify the Administrative Agent (or, in the case of Foreign Currency Commitments, the Foreign Currency Administrative Agent) of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior (and, in the case of Foreign Currency Commitments, not later than 11 a.m., London Time, three Business Days prior) to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Parent Borrower (on behalf of itself, the Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers) pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Revolving Commitments or a notice of reduction of the Tranche B-1 Commitments to zero delivered by the Parent Borrower (on behalf of itself, the Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers) may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionanother transaction, in which case such notice may be revoked or postponed by the Parent Borrower (on behalf of itself, the Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers) (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Commitment shall terminate on the Maturity Date, (ii) the Initial Term Loan Commitments shall terminate upon on the Borrowing making of the Initial Term Loans on the Effective Date and (iiiii) the Revolving Delayed Draw Term Loan Commitments shall terminate on the Revolving Maturity earlier to occur of (A) the date on which all Delayed Draw Term Loan Commitments shall have been fully funded and (B) the Delayed Draw Termination Date. (bc) The Borrower Representative may at any time terminate, or from time to time reduce, reduce the Commitments of any Class without premium or penalty, 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 10,000,000 and not less than $1,000,000 25,000,000 (or, in either case, if less, the aggregate remaining applicable Commitment) and (ii) the Borrower Borrowers shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, 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 at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked or postponed by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Commitments of any Classshall be made ratably among the Lenders in accordance with their respective Commitments. SECTION 2.10. Increase in Commitments; Amend and Extend Transactions. (a) Increase in Commitments. (i) After the Effective Date, other than the Term Borrowers shall have the right to increase the aggregate Revolving Commitments by obtaining additional Revolving Commitments (“Incremental Revolving Commitments” and revolving loans made thereunder, “Incremental Revolving Loans”) and the Revolving Commitments, be terminated right to increase the aggregate Term Loan Commitments by obtaining additional Term Loan Commitments under a then-existing tranche and/or one or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.more additional

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Commitments shall terminate upon the Borrowing earlier of Term Loans (i) 5:00 p.m., New York City time, on the Effective Date and (ii) the funding of the Term Loan to the Borrower. 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 without premium or penalty, Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three one Business Days Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of termination) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate upon the Borrowing of Term Loans at 3:00 p.m. (New York City time) on the Effective Date and any Incremental Term Loan commitment shall terminate after such loan is extended and (ii) the Revolving all other Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower Parent may at any time terminate, or from time to time reduce, the Commitments of any Class without premium or penalty, Revolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 or if less the entire unused balance of the aggregate Revolving Commitments as of such date and (ii) the Borrower Parent shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate sum of the Revolving Credit Exposures would exceed the aggregate Revolving Commitments. (c) The Borrower Parent shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Parent pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower Parent may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked or postponed by the Borrower Parent (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Commitments of any Class, other than shall be made ratably among the Term Commitments and the Revolving Lenders in accordance with their respective Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) i. Unless previously terminated, (i) the Term Commitments shall terminate upon the Borrowing of Term Loans on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) ii. The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class without premium or penalty, Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.112.10, the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments. (c) iii. 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 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 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 may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationtermination or reduction) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Revolving Commitments of any Class, other than the Term Commitments and Class shall be made ratably among the Revolving Commitments, be terminated or reduced under this Section 2.08 unless Lenders in accordance with their respective Revolving Commitments of such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may beClass.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) The Original Term B Commitments terminated on the Closing Date. The Term B Commitments shall automatically terminate upon the Borrowing of Term Loans at 5:00 p.m., New York City time, on the Third Amendment and Restatement Effective Date. The Original Revolving Commitments terminated on the Third Amendment and Restatement Effective Date. The Revolving Commitments and the Swingline Commitment shall automatically terminate on the Revolving Maturity Date and (ii) the Revolving Commitments LC Commitment shall automatically terminate on the date that is fifteen Business Days prior to the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class without premium or penalty, Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1.0 million and not less than $1,000,000 1.0 million and (ii) the Borrower Revolving Commitments shall not terminate be terminated or reduce the Revolving Commitments reduced if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.112.10, the aggregate sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminatedThe Revolving Commitments, (i) the Term Commitments Swingline Commitment, and the LC Commitment shall terminate upon the Borrowing of Term Loans on the Effective Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Final Maturity Date. (b) The Administrative Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any Class without premium or penaltyClass; provided, provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1.0 million and not less than $1,000,000 5.0 million and (ii) the Borrower Commitments shall not terminate be terminated or reduce the Revolving Commitments reduced if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Exposures would exceed the Swingline Commitment Loans in accordance with Section 2.112.10, the aggregate sum of the Revolving Exposures would exceed the aggregate amount of Revolving CommitmentsCommitments or the LC Exposures would exceed the LC Commitment, the Swingline Exposures would exceed the Swingline Commitment or the LC Exposures would exceed the LC Commitment. (c) The Administrative Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.07 at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Administrative Borrower pursuant to this Section 2.07 shall be irrevocable, provided that a notice of termination delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of termination) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Revolving Facility Commitments of each Class shall terminate upon the Borrowing of Term Loans on the Effective applicable Revolving Facility Maturity Date and (ii) for such Class. Unless previously terminated, the Revolving Additional Term A Loan Commitments shall terminate on the Revolving Maturity earliest of (i) the funding of the Term A Loans pursuant to such Additional Term A Loan Commitments on the Acquisition Closing Date, (ii) the termination of the Acquisition Agreement in accordance with its terms prior to the consummation of the Acquisition and (iii) 11:59 p.m., Local Time, on February 20, 2015. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class without premium or penaltyClass; provided, provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 (or, if less, the remaining amount of the Revolving Facility Commitments of such Class) and (ii) the Borrower shall not terminate or reduce the Revolving Facility Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Facility Loans in accordance with Section 2.11, the aggregate Revolving Exposures Facility Credit Exposure of such Class 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 Commitments of any Class under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided, provided that a notice of termination of the Revolving Facility Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any made ratably among the Lenders in accordance with their respective Commitments of any such Class, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Commitments shall terminate upon the Borrowing of 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 Class without premium or penaltyClass, provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least 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 shall be irrevocable, provided that a notice of termination delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of termination) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Commitments of any Class, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Term Commitments shall terminate upon the Borrowing of Term Loans at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Parent Borrower (on behalf of itself and the Foreign Subsidiary Borrowers) may at any time terminate, or from time to time reduce, the Commitments of any Class without premium or penalty, Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 and (ii) the Borrower Revolving Commitments of any Class shall not terminate be terminated or reduce the Revolving Commitments reduced if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of such Class in accordance with Section 2.11, the aggregate sum of the Revolving Exposures of such Class would exceed the aggregate total Revolving CommitmentsCommitments of such Class. For purposes of this paragraph (b), the Class A Revolving Commitments and Class B Revolving Commitments shall be deemed to be a single Class and (other than for purposes of clause (ii) above), any reduction in the Revolving Commitments shall be made ratably in accordance with each Revolving Lender’s Revolving Commitment, without regard to whether such Commitment is a Class A Revolving Commitment or a Class B Revolving Commitment. (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 of any Class under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Parent Borrower (on behalf of itself and the Foreign Subsidiary Borrowers) pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Revolving Commitments delivered by the Parent Borrower (on behalf of itself and the Foreign Subsidiary Borrowers) may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionanother transaction, in which case such notice may be revoked or postponed by the Parent Borrower (on behalf of itself and the Foreign Subsidiary Borrowers) (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Revolving Commitments of any Class shall be made ratably among the Lenders of such Class, other than as applicable, in accordance with their respective Revolving Commitments of such Class; provided that for purposes of this paragraph (c), the Term Class A Revolving Commitments and Class B Revolving Commitments shall be deemed to constitute a single Class. Notwithstanding the Revolving Commitmentsforegoing, be terminated or reduced under any notice delivered to the Administrative Agent pursuant to this Section 2.08 unless such offer is accompanied by at least a pro rata offer 2.08(c) shall specify the aggregate amount of the Commitments of each Class (without giving effect to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may beproviso in the immediately preceding sentence) being so reduced.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Commitments shall terminate upon the Borrowing of 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 Class without premium or penalty, Commitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral equal to $1,000,000, or a whole multiple of $500,000 and not less than $1,000,000 thereof and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate sum of the Revolving Credit Exposures would exceed the aggregate Revolving total Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least 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 shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness indebtedness or the occurrence of some any other identifiable event or conditionspecified event, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Commitments of any Class, other than shall be made ratably among the Term Commitments and the Revolving Lenders in accordance with their respective Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate upon the Borrowing of Term Loans at 5:00 p.m., New York City time, on the Effective Date and (iiDate,(ii) the Revolving Commitments shall terminate on the Revolving Maturity DateDate and (iii) all the Commitments shall terminate if the initial borrowing hereunder shall not have occurred by September 15, 1997. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class without premium or penalty, provided Class; PROVIDED that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 10,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate sum of the Revolving Exposures would exceed the aggregate total Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided ; PROVIDED that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Commitments shall terminate upon be automatically and permanently reduced to zero on the Borrowing Closing Date (after giving effect to the incurrence of Initial Term Loans on such date) and, (ii) the Effective Date Tranche A Term Commitments shall be automatically and permanently reduced to zero on the earlier of (x) the funding of the Tranche A Term Commitments and (iiy) August 1, 2024 and (iii) the Revolving Commitments shall terminate on the Revolving Maturity Date. As of the First Amendment Effective Date, the Revolving Commitments will be reduced by the corresponding amount repaid or prepaid in respect of Revolving Loans pursuant to Sections 2.10 and 2.11 hereof. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class without premium or penalty, Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Swing Loans in accordance with Section 2.11, the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments. (c) The Borrower shall notify the Administrative Agent in writing of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least three one (1) Business Days Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that a notice of termination delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of termination) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Commitments of any Class, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.the

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the unused Term Commitments shall terminate upon the Borrowing of Term Loans at 2:00 p.m., Los Angeles, California time, on the Effective Outside Funding Date and (ii) the Revolving Commitments shall terminate on the Revolving Final Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class without premium or penalty, Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 1,000,000, and (ii) the Borrower shall not terminate or reduce the any Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.112.09, the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless ---------------------------------------- previously terminated, (i) the Term Loan Commitments shall terminate upon the Borrowing of Term Loans at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Cayman Borrower may and the U.S. Borrower, as applicable, may, without premium or penalty, at any time terminate, or from time to time reduce, the Commitments of any Class without premium or penaltyClass, provided that (i) each reduction of the -------- Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 and (ii) the Cayman Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate sum of the Revolving Exposures would exceed the aggregate total Revolving Commitments. (c) The applicable Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by either of the Borrower Borrowers pursuant to this Section shall be irrevocable, provided -------- that a notice of termination of the Revolving Commitments delivered by the Cayman Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked or postponed by the Cayman Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Bridge Commitments shall terminate upon the Borrowing of Term Loans on the Effective Date and Bridge Maturity Date, (ii) the Tranche A Revolving Commitments shall terminate on the Tranche A Revolving Maturity Date and (iii) the Tranche B Revolving Commitments shall terminate on the Tranche B Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, in whole or in part, the Commitments of any Class without premium or penalty, Class; provided that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and 41 47 not less than $1,000,000 5,000,000, and (ii) the Borrower shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of such Class in accordance with Section 2.112.10, the aggregate Revolving sum of the Committed Exposures plus the Competitive Loan Exposures would exceed the aggregate Revolving total Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three five Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) The Tranche B Commitments terminated on the Effective Date. Unless previously terminatedterminated and subject to any Lender’s election to extend Additional Tranche C Term Loans pursuant to Section 2.02(d) and 2.02(e), (i) the Term Tranche C Commitments shall terminate upon the Borrowing of Term Loans at 5:00 p.m., New York City time, on the Amendment 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 without premium or penalty, Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 500,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate sum of the Revolving Exposures would exceed the aggregate total Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section Section, at least three one Business Days Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked or postponed or, upon written notice by Borrower to Administrative Agent, such termination date may be extended by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless Subject to Section 2.12, unless previously terminated, (i) the Term Commitments shall terminate upon the Borrowing of Term Loans on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Datelast day of the Availability Period. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class without premium or penaltyCommitments, provided that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Revolving Loans and the Swingline Loans in accordance with Section 2.7, the sum of the Revolving Exposures of all Lenders would exceed the aggregate Commitments, (ii) each such reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 the applicable Borrowing Multiple and not less than $1,000,000 the applicable Borrowing Minimum, and (iiiii) any reduction of the Borrower Commitments to an amount below the L/C Sublimit or the Swingline Sublimit shall not terminate or automatically reduce the Revolving Commitments ifL/C Sublimit or the Swingline Sublimit, after giving effect to as applicable, on a Dollar for Dollar basis. If at any concurrent prepayment time, as a result of such a partial reduction or termination as provided in Section 2.5(a), the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate Revolving Exposures Exposure of all Lenders would exceed the aggregate Revolving Commitments, then the Borrower shall on the date of such reduction or termination of Commitments, repay or prepay Borrowings or Swingline Loans (or a combination thereof) and/or Cash Collateralize Letters of Credit in an aggregate amount equal to such excess. (c) In addition to any termination or reduction of the Commitments under paragraphs (a) and (b) of this Section, the Commitments shall be reduced as required under Section 2.7(b). (d) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that a notice of termination delivered by of the Borrower Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked or postponed by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfiedsatisfied subject to the Borrower’s obligation to indemnify the Lenders pursuant to Section 3.5. Any termination or Each reduction, and any termination, of the Commitments shall be permanent and each reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Commitments of any Class, other than made ratably among the Term Commitments and the Revolving Lenders in accordance with their respective Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Commitments shall terminate upon the Borrowing of Term Loans at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class without premium or penaltyClass, provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three one Business Days Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that a the Borrower may rescind any notice of termination delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationunder Section 2.08(c) if such condition is termination would have resulted from the refinancing of all of the applicable facilities hereunder, which refinancing shall not satisfiedbe consummated or shall otherwise be delayed; provided that the Borrower shall pay any amounts due to the Lenders under Section 2.16. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Tranche D Commitments shall terminate upon the Borrowing of Term Loans at 5:00 p.m., New York City time, on the Restatement 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, terminate, or from time to time reduce, the Commitments of any Class without premium or penaltyClass, provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 10,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate sum of the Revolving Exposures would exceed the aggregate total Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any 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 parties hereto acknowledge that the Tranche A Commitments, other than the Term Tranche B Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Tranche C Commitments or Revolving Commitments, as the case may behave terminated.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) The Initial Term Loan Commitment of each Term Lender as of the Term Commitments Closing Date shall terminate be automatically and permanently reduced to $0 upon the Borrowing making of such Term Lender’s 2020 Initial Term Loans on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Datepursuant to Section 2.01. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class without premium or penaltyClass; provided, provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 5,000,000 and not less than $1,000,000 and 10,000,000 (ii) or, if less, the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment remaining amount of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate Revolving Exposures 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 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 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 shall be irrevocable; provided, provided that a notice of termination or reduction of the Commitments of any Class delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities facilities, indentures or the receipt of the proceeds from the issuance of similar agreements or other Indebtedness or the occurrence of some other identifiable event or conditiontransactions, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any made ratably among the Lenders in accordance with their respective Commitments of any such Class, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term The Original Revolving Commitments shall terminate upon the Borrowing of Term Loans terminated on the Fourth Amendment and Restatement Effective Date. The Revolving Commitments and the Swingline Commitment shall automatically terminate on the Revolving Maturity Date and (ii) the Revolving Commitments LC Commitment shall automatically terminate on the date that is fifteen Business Days prior to the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class without premium or penalty, Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1.0 million and not less than $1,000,000 1.0 million and (ii) the Borrower Revolving Commitments shall not terminate be terminated or reduce the Revolving Commitments reduced if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.112.10, the aggregate sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Commitments shall terminate upon the Borrowing of 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 Class without premium or penalty, Commitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate Total Revolving Credit Exposures would exceed the aggregate Revolving CommitmentsAggregate Commitment. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, at least three (3) Business Days prior to the effective date of such termination or reductionreduction (or such shorter period as may be acceptable to the Administrative Agent), specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination or reduction of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditiontransactions specified therein, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Commitments of any Class, other than shall be made ratably among the Term Commitments and the Revolving Lenders in accordance with their respective Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Commitments shall terminate at upon funding of the Borrowing of Term Loans 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 Class without premium or penaltyClass, provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and unless such amount represents all of the remaining Commitments of such Class, (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments and (iii) if, after giving effect to any reduction of the Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the aggregate Revolving Commitments, the such sublimit shall be automatically reduced by the amount of such excess. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three one Business Days Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of termination) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Commitments shall terminate upon the Borrowing of 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 Class without premium or penalty, Commitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.112.10, the aggregate sum of (i) all Lenders' Revolving Exposures Loan Advances (including any Revolving Loan Advances to be made but not yet made pursuant to a Request for Advance) outstanding at any time plus (ii) the LC Obligations of all Lenders at such time plus (iii) all Swing Line Advances to Borrower plus (iv) all Lenders' Competitive Bid Advances outstanding at such time, would exceed the aggregate Revolving total Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three two Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Commitments of any Class, other than shall be made ratably among the Term Commitments and the Revolving Lenders in accordance with their respective Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Commitments shall terminate upon the Borrowing of Term Loans at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Each Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class without premium or penaltyClass, provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and (ii) the each Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments. (c) The Each Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three one Business Days Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the such Borrower pursuant to this Section shall be irrevocable, provided that a notice of termination of the Commitments delivered by the such Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked or postponed by the such Borrower (by notice to the Administrative Agent on or prior to the specified effective date of termination) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Commitments shall automatically terminate upon the Borrowing of Term Loans on the Second Refinancing Facility Agreement Effective 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 without premium or penalty, Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate 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 at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination delivered by or reduction of the Borrower Revolving Commitments under paragraph (b) of this Section may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event one or conditionmore events specified therein, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of or termination) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminatedThe Revolving Commitments, (i) the Term Commitments Swingline Commitment and the LC Commitment shall terminate upon the Borrowing of Term Loans on the Effective Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date. (ba) The At its option, Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any Class without premium or penalty, Revolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 2,500,000 and not less than $1,000,000 and 5,000,000; (ii) the Borrower shall not terminate or reduce unless the Revolving Commitments are being terminated in full in connection with the simultaneous payment in full of all Obligations, the Revolving Commitments shall not be reduced to below $30,000,000; (iii) the Revolving Commitments shall not be terminated or reduced if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.112.09, the aggregate amount of Revolving Exposures would exceed the aggregate amount of Revolving Commitments; and (iv) simultaneously with any termination or reduction, Borrower shall have paid to the Administrative Agent for the benefit of the Revolving Lenders the Early Termination Fee (if any). (cb) The Borrower shall notify the Administrative Agent in writing of any election to terminate or reduce the Revolving Commitments under paragraph (bSection 2.07(b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.07 shall be irrevocable, provided that a notice of termination delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of termination) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. The Borrower may not designate that any Commitments Each reduction of any Class, other than the Term Commitments and the Revolving Commitments, Commitments shall be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or made ratably among the Revolving Lenders in accordance with their respective Revolving Commitments, as the case may be.. 45

Termination and Reduction of Commitments. (a) The Term Commitments shall terminate on the Effective Date upon the borrowing of the Term Loans. Unless previously terminated, (i) the Term Commitments shall terminate upon the Borrowing of Term Loans on the Effective 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 Class without premium or penalty, Revolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 (or, if less, the remaining amount of such Commitments) and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.112.10, the aggregate principal amount of the 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 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 shall be irrevocable, ; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt instruments of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionIndebtedness, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. The Borrower may not designate that any Commitments Each reduction of any Class, other than the Term Commitments and the Revolving Commitments, Commitments shall be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or made ratably among the Lenders in accordance with their respective Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Commitments shall terminate upon the Borrowing of Term Loans on the Effective Date and (ii) the Revolving Commitments and the commitment of the Swingline Lender to make Swingline Loans shall terminate on the Revolving Maturity Date. The Term A-1 Commitments (other than any Incremental Term Loan Commitments) shall automatically terminate simultaneously with the making of the Term A-1 Loans on the Original Effective Date. The Term A-2 Commitments shall automatically terminate simultaneously with the making of the Term A-2 Loans on the Effective Date. The Incremental Term Loan Commitments shall automatically terminate simultaneously with the making of the Incremental Term Loans on the applicable Increase Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class without premium or penalty, Revolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 and 10,000,000, (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate sum of the Revolving Credit Exposures would exceed the aggregate total Revolving Commitments, and (iii) if, after giving effect to any reduction of the Revolving Commitments, the Swingline Sublimit exceeds the total Revolving Commitments, then the Swingline Sublimit shall be automatically reduced by the amount of such excess. (c) The Borrower shall notify the Term Loan A-1/Revolver Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (bSection 2.9(b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Term Loan A-1/Revolver Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.9 shall be irrevocable, ; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance consummation of other Indebtedness or the occurrence of some other identifiable event or conditionfinancing arrangements, in which case such notice may be revoked or postponed by the Borrower (by notice to the Term Loan A-1/Revolver Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. The Borrower may not designate that any Commitments Each reduction of any Class, other than the Term Commitments and the Revolving Commitments, Commitments shall be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer applied to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may beapplicable Lenders in accordance with their respective Applicable Percentages.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the 2015 Term Commitments Loan Commitment of each 2015 Term Lender shall automatically and permanently terminate upon at 5:00 PM, New York City time, on the Borrowing Closing Date (after giving effect to the incurrence of 2015 Term Loans on the Effective Date such date). and (ii) the Revolving Commitments Incremental Term B-1 Commitment of each Incremental Term B-1 Lender shall automatically and permanently terminate at 5:00 PM, New York City time, on the Revolving Maturity DateAmendment No. 1 Effective Date (after giving effect to the incurrence of Incremental Term B-1 Loans on such date). (b) The Applicable Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class without premium or penalty, Class; provided that (i) each reduction of the such Commitments of any Class shall be in an amount that is an integral multiple of $500,000 5,000,000 and not less than $1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments10,000,000. (c) The Applicable Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (b) of this Section 2.06 at least 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 Applicable Borrower pursuant to this Section 2.06 shall be irrevocable, ; provided that a notice of termination of the Commitments of any Class delivered by the Applicable Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of one or more other Indebtedness or the occurrence of some other identifiable event or conditionevents specified therein, in which case such notice may be revoked or postponed by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any 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, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments shall automatically terminate upon on the earlier to occur of (A) the funding of a Tranche A Term Borrowing of and (B) 5:00 p.m., New York City time, on the Tranche A Draw-Down Deadline Date, (ii) the Tranche B Term Loans Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Date and (iiiii) 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 without premium or penalty, Class; provided that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate Aggregate Revolving Exposures Exposure would exceed the aggregate Aggregate Revolving CommitmentsCommitment. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable, ; provided that a notice of termination or reduction of the Revolving Commitments delivered by the Borrower under this paragraph may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event one or conditionmore events specified therein, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Loan Commitments shall automatically terminate upon the Borrowing of Term Loans on the Effective Closing Date (upon funding of the Initial Term Loans) and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Termination Date. (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any Class without premium or penalty, Class; provided that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 and (ii) the Borrower shall not terminate 5,000,000; provided further, that no such termination or reduce the reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to any concurrent prepayment prepayments of the Revolving Loans or and Swingline Loans in accordance with Section 2.11made on the effective date thereof, the aggregate Revolving Exposures Extensions of Credit of any Revolving Lender would exceed the aggregate its 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 2.09 at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.09 shall be irrevocable, provided that a . Any termination or reduction of the Commitments of any Class shall be permanent. A notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or being funded, the occurrence of some a Specified Transaction or other identifiable event or conditioncontingent event, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Commitments of any Class, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminatedUpon at least three Business Days’ prior irrevocable written or telecopy notice to the Administrative Agent, (i) the Term Commitments shall terminate upon the Borrowing of Term Loans on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower CBS may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Commitments of any Class without premium or penaltyCommitments; provided, provided however, that (i) each partial reduction of the Commitments of any Class shall be in an a minimum principal amount that is an integral multiple of $500,000 10,000,000 and not less than in integral multiples of $1,000,000 in excess thereof and (ii) the Borrower no such termination or reduction shall not terminate or reduce the Revolving Commitments be made if, after giving effect thereto and to any concurrent prepayment prepayments of the Loans made on the effective date thereof, (x) the NY cbsfive-year_amdt2_Part_002.htm i Outstanding Revolving Loans Extensions of Credit of any Lender would exceed such Lender’s Commitment then in effect or Swingline Loans (y) the Total Facility Exposure would exceed the Total Commitment then in effect. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.13(a). (b) Except as otherwise provided in Section 2.21, each reduction in the Commitments hereunder shall be made ratably among the Lenders in accordance with Section 2.11, the aggregate Revolving Exposures would exceed the aggregate Revolving their respective Commitments. (c) The Borrower shall notify . CBS agrees to pay to the Administrative Agent for the account of any election to terminate the Lenders, on the date of termination or reduce reduction of the Commitments, the Facility Fees on the amount of the Commitments under paragraph (b) of this Section at least three Business Days prior to so terminated or reduced accrued through the effective date of such termination or reduction. (c) Upon a decrease, specifying pursuant to Section 2.13(a) or (b), in the Commitments, CBS may decrease the Total Multi-Currency Sublimit and/or the Multi-Currency Sublimit with respect to any or all Multi-Currencies, in each case in a minimum principal amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. No such election termination or reduction shall be made if, after giving effect thereto and to any prepayments of the Loans made on the effective date thereof. Promptly following receipt of any such notice, (i) the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant Multi-Currency Sublimit with respect to this Section shall each applicable Multi-Currency would be irrevocable, provided that a notice of termination delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of termination) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Commitments of any Class, other less than the Term Commitments and Multi-Currency Revolving Loans outstanding in such Multi-Currency at such time or (ii) the Total Multi-Currency Sublimit would be less than the outstanding principal amount of Multi-Currency Revolving Commitments, be terminated or reduced under this Section 2.08 unless Loans at such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may betime.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate upon the Borrowing of Term Loans at 5:00 p.m. (Chicago time) on the Effective Date and (ii) the Revolving Loan Commitments shall terminate on the Revolving Credit Maturity Date. (bi) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class without premium or penalty, Revolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 100,000 and not less than $1,000,000 500,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate any Lender’s Revolving Exposures Credit Exposure would exceed such L▇▇▇▇▇’s Revolving Commitment. (ii) On December 31, 2024, the Revolving Commitments shall be permanently and automatically reduced by an aggregate amount of $10,000,000, accompanied by any concurrent prepayment of the Obligations in accordance with Section 2.11 in an amount such that, after giving effect to such Revolving CommitmentsCommitment reduction, no Lender’s Revolving Credit Exposure shall exceed such L▇▇▇▇▇’s Revolving Commitment. (iii) The Revolving Commitments shall be permanently and automatically reduced by the amount of any mandatory prepayment made pursuant to Section 2.11(c)(ii). (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (bb)(i) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section Sectionparagraph (c) shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditiontransactions specified therein, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Commitments of any Class, other than shall be made ratably among the Term Commitments and the Revolving Lenders in accordance with their respective Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Commitments shall terminate upon the Borrowing of 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 Class without premium or penaltyClass, provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class and (ii) the Borrower shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.11, the aggregate Revolving Exposures of such Class would exceed the aggregate Revolving CommitmentsCommitments of such Class. (c) The Borrower shall notify the First Lien Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least three one (1) Business Days Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the First Lien 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 any credit facilities facility or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable and specified event or condition, in which case such notice may be revoked or postponed extended by the Borrower (by notice to the First Lien Administrative Agent on or prior to the specified effective date of termination) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Commitments shall terminate upon the Borrowing of Term Loans on the Effective Date and (ii) the Revolving Facility Commitments of each Class shall terminate on the applicable Revolving Facility Maturity Date for such Class. Unless previously terminated, the Term A-1 Loan Commitments and the Deferred Term A Loan Commitments shall terminate at 11:59 p.m., Local Time, on the Restatement Effective Date. Unless previously terminated, the Term A-3 Loan Commitments shall terminate at 11:59 p.m., Local Time, on the Amendment No. 4 Effective Date. (b) The Borrower Company may at any time terminate, or from time to time reduce, the Commitments of any Class without premium or penaltyClass; provided, provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 (or, if less, the remaining amount of the Revolving Facility Commitments of such Class) and (ii) the Borrower Company shall not terminate or reduce the Revolving Facility Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Facility Loans in accordance with Section 2.11, the aggregate Revolving Exposures Facility Credit Exposure of such Class would exceed the aggregate total Revolving CommitmentsFacility Commitments of such Class. (c) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section shall be irrevocable; provided, provided that a notice of termination of the Revolving Facility Commitments delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked or postponed by the Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any made ratably among the Lenders in accordance with their respective Commitments of any such Class, other than . (d) The Borrowers shall repay (including as contemplated by Section 2.06(a)) all outstanding Existing Loans of the Term Commitments A-1 Lenders and the Revolving Commitments, be terminated or reduced Deferred Term A Lenders and all accrued interest and fees under this Section 2.08 unless such offer is accompanied by at least a pro rata offer the Original Credit Agreement to purchase, terminate or reduce Term Commitments or Revolving Commitments, as but excluding the case may beRestatement Effective Date on the Restatement Effective Date.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Term Commitments shall automatically terminate upon the Borrowing of Term Loans at 5:00 p.m., New York City time, on the Effective 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 without premium or penalty, Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate 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 at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination delivered by or reduction of the Borrower Revolving Commitments under paragraph (b) of this Section may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event one or conditionmore events specified therein, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Commitments shall terminate upon the Borrowing of Term Loans at 5:00 p.m., New York City time, on the Restatement Effective Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Commitment Termination Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class without premium or penaltyClass, provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate Revolving Exposures would exceed the aggregate Total Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of termination) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Commitments shall terminate upon the Borrowing of Term Loans at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class without premium or penalty, Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least three one (1) Business Days Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable, ; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of termination) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminatedterminated in accordance with the terms of this Agreement, (i) the Term Loan Commitments shall terminate upon the Borrowing of Term Loans at 5:00 p.m., New York City time on the Second Amendment Effective Date 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 without premium or penalty, Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate total Revolving Exposures would exceed the aggregate total Revolving Commitments. (c) If any Reduction of the Revolving Facility is required pursuant to Section 2.11, then, on the date that such Reduction is made, the Revolving Commitments shall be reduced by an aggregate amount equal to the amount of the required Reduction. (d) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section Section, or any required Reduction of the Revolving Commitments under paragraph (c) of this Section, at least three one Business Days Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of voluntary termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their Commitments of such Class, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless ----------------------------------------- previously terminated, (i) the Term Tranche A Commitments shall terminate upon the Borrowing of Term Loans on the Effective Tranche A Availability Termination Date and (ii) the Revolving Additional Commitments of any Class shall terminate on the Revolving Maturity Datedate specified in the Additional Loan Supplement applicable to such Class. (b) On the date of each Loan of any Class made by any Lender such Lender's Commitment of such Class shall be reduced by an amount equal to such Loan. (c) In the event that a prepayment would be required pursuant to paragraph (b), (c), (d) or (e) of Section 2.09, all Commitments then in effect shall be reduced ratably by an aggregate amount equal to the excess, if any, of the amount of the required prepayment over the aggregate principal amount of Loans and Deferred Interest outstanding immediately prior to giving effect to such prepayment. (d) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class without premium or penalty, Class; provided that (i) each reduction of the -------- Commitments of any Class pursuant to this paragraph (d) shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments5,000,000. (ce) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (bd) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that a notice of termination delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of termination) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Commitments of any Class, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under Class pursuant to paragraph (d) of this Section 2.08 unless shall be made ratably among the Lenders in accordance with their respective Commitments of such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may beClass.

Termination and Reduction of Commitments. (a) Unless previously terminatedterminated or extended, (i) the Term Commitments shall terminate upon the Borrowing of 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 time, without premium or penalty, terminate, or from time to time reduce, the Commitments of any Class without premium or penaltyClass, provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 (or, in the case of Commitments denominated in Euros €1,000,000) and not less than $1,000,000 5,000,000 (or in the case of Commitments denominated in Euros, €5,000,000) and (ii) the Borrower shall not terminate or reduce the any Class of Revolving Commitments ifto the extent that, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of such Class in accordance with Section 2.11, the aggregate Revolving Exposures (calculated using the Exchange Rate in effect as of the date of the proposed termination or reduction) of such Class (excluding the portion of the Revolving Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrower has Cash Collateralized (at 100% of the face value of such Letters of Credit) or made other arrangements satisfactory to the Issuing Bank with respect to such Letters of Credit) would exceed the aggregate Revolving CommitmentsCommitments of such Class. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three one Business Days Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that a notice of termination of the Commitments of any Class delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionspecified event, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any 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, other than in its sole discretion, shall have the Term 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 Administrative Agent), to terminate in whole such Defaulting Lender’s Commitment. Such termination shall be effective with respect to such Defaulting Lender’s unused portion of its Commitment on the date set forth in such notice. No termination of the Commitment of a Defaulting Lender shall be deemed a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lender or any Lender may have against the Defaulting Lender. (e) The Required Revolving Lenders, or the Administrative Agent at the direction of the Required Revolving Lenders, shall have the right, at any time after the occurrence and during the continuance of a Revolver Reduction Event, upon at least one (1) Business Day’s notice to the Borrower, to terminate or reduce the aggregate Revolving Commitments of all Revolving Lenders and/or demand repayment of all or any portion of the then outstanding Revolving Loans and Swingline Loans, together with accrued and unpaid interest and fees thereon (and upon such demand such payments shall be due and payable for all purposes hereunder). If, after the effectiveness of any reduction or termination of the aggregate Revolving Commitments pursuant to this Section 2.08(e), the aggregate Revolving Exposures (calculated using the Exchange Rate in effect as of the date of such termination or reduction) exceeds the remaining aggregate Revolving Commitments, be terminated or reduced under the Borrower shall repay Revolving Loans, Swingline Loans and/or Cash Collateralize Letters of Credit in accordance with Section 2.11(b). Any such reduction termination pursuant to this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or 2.08(e) shall be made ratably among the Revolving Lenders in accordance with their respective Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Commitments Revolving Commitment of each Revolving Lender shall automatically and permanently terminate upon the Borrowing of Term Loans on the Effective relevant Maturity Date and (ii) the Revolving Initial Term Loan Commitments (other than any Initial Term Loan Commitments that constitute Incremental Term Loan Commitments) of each Initial Term Lender shall automatically and permanently terminate on the Revolving Maturity DateClosing Date (after giving effect to the incurrence of such Term Loans on such date). (b) The Borrower Borrowers may at any time terminate, or from time to time reduce, the Commitments of any Class without premium or penalty, Class; provided that (i) each reduction of the such Commitments of any Class shall be in an amount that is an integral multiple of $500,000 5,000,000 and not less than $1,000,000 10,000,000 and (ii) the Borrower Borrowers shall not terminate or reduce the any Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of such Class in accordance with Section 2.11, the aggregate Dollar Amount of the sum of the total Revolving Credit Exposures in respect of such Class would exceed the aggregate Revolving CommitmentsCommitments of such Class. (c) The Borrower Borrowers shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (b) of this Section 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 such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Borrowers pursuant to this Section 2.09 shall be irrevocable, ; provided that a notice of termination of the Commitments of any Class delivered by the Borrower Borrowers may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of one or more other Indebtedness or the occurrence of some other identifiable event or conditionevents specified therein, in which case such notice may be revoked or postponed by the each applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any 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, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Commitments shall terminate upon the Borrowing of 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 Class without premium or penalty, Commitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 10,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.112.09, the aggregate sum of the Revolving Credit Exposures would exceed the aggregate Revolving total Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. (d) The Borrower may not designate that any Commitments request up to three (3) one-year extensions of any Class, other than the Term Commitments Maturity Date by requesting such extension in writing and delivering such request to the Administrative Agent and the Revolving CommitmentsLenders not sooner than 120 days nor later than 60 days before each yearly anniversary of the date of this Agreement, commencing with the first such anniversary date occurring in the year 2001. To be terminated or reduced under this Section 2.08 unless effective, all of the Lenders must consent to such offer is accompanied extension by at least not later than 30 days after receipt of such extension request, which consent may be withheld in each Lender's sole discretion. If any Lender has not responded to such request in writing within 30 days after receipt of the written request of the Borrower, such failure shall be deemed a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may bedenial of said request.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the The Tranche B Term Commitments shall terminate upon the Borrowing of Term Loans on the Effective Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Closing Date upon the funding of the Tranche B Term Loans thereunder on the Closing Date and/or the Second Amendment Effective Date, as applicable. (b) The After the Closing Date, the Borrower may at any time terminate, or from time to time permanently reduce, without premium or penalty, the Commitments of any Class without premium or penalty, Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 250,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment reduction or termination of the Commitments, the Swingline Sublimit exceeds the amount of the Revolving Loans or Swingline Loans in accordance with Section 2.11Facility, such sublimit shall be automatically reduced by the aggregate Revolving Exposures would exceed the aggregate Revolving Commitmentsamount of such excess. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph clause (b) of this Section above not later than 11:00 a.m., New York City time at least three (3) Business Days (or such shorter time as the Administrative Agent may agree) prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that a notice of termination delivered by the Borrower irrevocable but may state that such notice is be conditioned upon the effectiveness of other credit facilities any debt facility or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of termination) if such condition is not satisfiedequity issuance. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any 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 Revolving Commitments shall automatically terminate upon any sale, assignment, transfer or other than Disposition that would constitute a “Change of Control” but for clause (d) of the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may bedefinition of “Permitted Holder”.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Tranche A Commitments shall terminate upon the Borrowing of Term Loans on the Effective Date and (ii) the Revolving Tranche B Commitments shall will terminate on the Revolving Maturity Tranche A Availability Period End Date and the Tranche B Availability Period End Date, respectively. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class without premium or penalty, Class; provided that (i) the amount of 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 $1,000,000 and 1,000,000, or the amount necessary to reduce the Commitments in any Class to $0, (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11thereto, the aggregate Revolving Exposures outstanding principal amount of the Tranche A Loans would exceed the aggregate Revolving Tranche A Commitments or the aggregate outstanding principal amount of the Tranche B Loans would exceed the aggregate Tranche B Commitments, and (iii) the Borrower may not terminate or reduce the Tranche B Commitments prior to the first anniversary of the Effective Date. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph subsection (b) of this Section at least three Business Days prior to before the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of after it receives any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall will be irrevocable, provided that a notice of termination delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of termination) if such condition is not satisfied. Any termination or reduction of the Commitments of 35 41 any Class shall will be permanent. The Borrower may not designate that any permanent and will be made ratably among the Lenders in accordance with their respective Commitments of any such Class, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Bridge Loan Commitments on the Closing Date shall automatically terminate upon the Borrowing making of Term the Bridge Loans on the Effective Closing Date and (ii) the Revolving Delayed Draw Bridge Commitments shall automatically terminate on the Revolving Maturity DateDelayed Draw Termination Date (after giving effect to any incurrence of Delayed Draw Bridge Loans on such date). (b) The Upon delivery of the notice required by Section 2.08(c), the Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class without premium or penaltyClass; provided, provided that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 100,000 and not less than $1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving unless its is a reduction of all Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate Revolving Exposures would exceed the aggregate Revolving Commitmentssuch Class). (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the any Commitments under paragraph clause (b) of this Section in writing at least three one Business Days Day 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 such notice, the Administrative Agent shall advise the Lenders of each applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided, provided that a any such notice of termination delivered by the Borrower may state that such notice it is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event one or conditionmore events specified therein, in which case such notice may be revoked or postponed if such condition is not satisfied by the Borrower (by delivering notice to the Administrative Agent on or prior to the specified effective date of termination) if such condition is not satisfieddate. Any termination or reduction of the Commitments of any Class Commitment pursuant to this Section 2.08 shall be permanent. The Borrower may not designate that Upon any reduction of the Commitments of any Class, other than the Term Commitments and Commitment of each Lender of the Revolving Commitments, relevant Class shall be terminated or reduced under this Section 2.08 unless by such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may beLender’s Applicable Percentage of such reduction amount.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Commitments shall terminate upon the Borrowing of 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 Class without premium or penalty, Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section 2.08 at least three one Business Days Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable, ; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of termination) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Revolving Commitments of any Class, other than the Term Commitments and Class shall be made ratably among the Revolving Commitments, be terminated or reduced under this Section 2.08 unless Lenders in accordance with their respective Revolving Commitments of such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may beClass.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the The U.S. Term B-2 Loan Commitments shall automatically terminate upon the Borrowing of Term Loans at 5:00 p.m., New York City time, on the Effective Date Fourth Amendment Effectiveness Date; the U.S. Term B-1 Loan Commitments and (ii) Canadian Term Loan Commitments have already terminated. The Revolving Commitments, the Revolving Commitments Swingline Commitment and the LC Commitment shall automatically terminate on the Revolving Maturity Date. (b) The At its option, the applicable Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any Class without premium or penalty, Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1.0 million and not less than $1,000,000 5.0 million and (ii) the Borrower Revolving Commitments shall not terminate be terminated or reduce the Revolving Commitments reduced if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.112.10, the aggregate amount of Revolving Exposures would exceed the aggregate amount of Revolving Commitments. (c) The applicable Borrower shall notify the Administrative Agent in writing of any election to terminate or reduce the Commitments under paragraph (bSection 2.07(b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the a Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the a Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked or postponed by the a Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class, other than . (d) The LC Commitment shall automatically be reduced on a dollar for dollar basis by the Term Commitments face amount of letters of credit terminated in connection with any Permitted Sale and Leaseback Transaction one Business Day after the Revolving Commitments, receipt of such proceeds; provided that the LC Commitment shall not be terminated or reduced under below $20.0 million pursuant to this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be2.07(d).

Termination and Reduction of Commitments. (a) Unless 3.Unless previously terminated, (i) the Revolving Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Revolving Maturity Date, (ii) the Tranche A Term Commitments shall automatically terminate upon on the Borrowing earlier of (A) immediately following the making of the Tranche A Term Loans on the Effective Date and (iiB) 5:00 p.m., New York City time, on the Revolving Effective Date, and (iii) each Class of Commitments established pursuant to Section 2.22 or 2.23 shall terminate on at the Revolving Maturity Datetime specified therefor in the applicable Extension Agreement or Refinancing Facility Agreement. (ba) The Borrower Company may at any time terminate, or from time to time permanently reduce, the Commitments of any Class without premium or penalty, Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 and (ii) the Borrower Company shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans Protective Advances in accordance with Section 2.11, (A) the aggregate Aggregate Revolving Exposures Exposure would exceed the aggregate Aggregate Revolving CommitmentsCommitment or (B) the Revolving Exposure of any Lender would exceed its Revolving Commitment. (cb) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section shall be irrevocable, ; provided that a notice of termination delivered by or reduction of the Borrower Revolving Commitments under paragraph (b) of this Section may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event one or conditionmore events specified therein, in which case such notice may be revoked or postponed by the Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Loan Commitments shall terminate upon the making of the Initial Term Loans on the Effective Date, (ii) the 2020 Incremental Term Commitments shall terminate upon the Borrowing earlier to occur of (x) the making of the 2020 Incremental Term Loans on the Effective Date and (iiy) 5:00 p.m. New York City time on March 25, 2020 and, (iii) the 2021 Incremental Term Commitments shall terminate upon the earlier to occur of (x) the making of the 2021 Incremental Term Loans and (y) 5:00 p.m. New York City time on June 11, 2021 and (iv) 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 without premium at the Borrower’s sole discretion (for the avoidance of doubt, such reduction or penalty, termination need not be reduced or terminated on a pro rata basis among Classes of Commitments,); provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans of such Class or Swingline Loans in accordance with Section 2.11, the aggregate Revolving Exposures of such Class would exceed the aggregate Revolving CommitmentsCommitments of such Class. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section by 2:00 p.m. New York City time at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower . (d) Any termination or reduction pursuant to this Section 2.08 shall be irrevocable, provided that a notice apply proportionately and permanently to reduce the Commitments of termination delivered by each of the Lenders within such Class; provided (1) the Borrower may state that such notice is conditioned upon allocate any termination or reduction of Commitments among Classes of Commitments at its direction (including, for the effectiveness avoidance of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditiondoubt, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior Commitments with respect to the specified effective date any Class of termination) if such condition is not satisfied. Any Extended Revolving Commitments without any termination or reduction of the Commitments with respect to any Existing Revolving Commitments of the same Specified Existing Revolving Commitment Class) and (2) in connection with the establishment on any date of any Class shall be permanent. The Borrower may not designate that any Extended Revolving Commitments pursuant to Section 2.24, the Existing Revolving Commitments of any Classone or more Lenders providing any such Extended Revolving Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Revolving Commitments so extended on such date (or, other than if agreed by the Term Commitments Borrower and the Lenders providing such Extended Revolving Commitments, by any greater amount so long as (a) a proportionate reduction of the Specified Existing Revolving Commitments has been offered to each Lender to whom the applicable Revolving Credit Extension Request has been made (which may be terminated conditioned upon such Lender becoming an Extending Lender), and (b) the Borrower prepay the Existing Revolving Loans of such Class owed to such Lenders providing such Extended Revolving Commitments to the extent necessary to ensure that, after giving pro forma effect to such repayment or reduced under this Section 2.08 unless reduction, the Existing Revolving Loans of such offer is accompanied Class are held by at least the Lenders of such Class on a pro rata offer basis in accordance with their Existing Revolving Commitments of such Class after giving pro forma effect to purchasesuch reduction) (provided that (x) after giving pro forma effect to any such reduction and to the repayment of any Loans made on such date, terminate or reduce Term the aggregate amount of the revolving credit exposure of any 101 US-DOCS\115047431.4 (e) With respect to each mandatory reduction and termination of Revolving Commitments or Replacement Revolving Credit Commitments (and any previously extended Revolving Commitments) required in connection with the incurrence of any Incremental Refinancing Facility or the incurrence of any Credit Agreement Refinancing Indebtedness incurred to Refinance any Revolving Commitments, as Replacement Revolving Commitments and/or Other Revolving Commitments, the case Borrower may bedesignate (A) the Classes of Commitments to be reduced and terminated and (B) the corresponding Classes of Loans to be prepaid; provided that (x) any such reduction and termination shall apply proportionately and permanently to reduce the Commitments of each of the Lenders within any such Class and (y) after giving pro forma effect to such termination or reduction and to any prepayments of Loans or cancellation or cash collateralization of Letters of Credit made on the date of each such reduction and termination in accordance with this Agreement, the aggregate amount of such Lenders’ credit exposures shall not exceed the remaining Commitments of such Lenders’ in respect of the Class reduced and terminated. In connection with any such termination or reduction, to the extent necessary, the participations hereunder in outstanding Letters of Credit and Swingline Loans may be required to be reallocated and related loans outstanding prepaid and then reborrowed.

Termination and Reduction of Commitments. (a) The Tranche A Term Commitment shall terminate on the Closing Date upon the borrowing of the Tranche A Term Loans. Unless previously terminated, (i) the Term Commitments shall terminate upon the Borrowing of Term Loans on the Effective Date and (ii) the all Revolving Commitments shall terminate on the Revolving Credit Maturity Date. (b) . The Extended Revolving Commitments shall terminate on the respective maturity dates applicable thereto. The Borrower Agent may at any time terminate, or from time to time reduce, the Revolving Commitments of any Class without premium or penalty, Class; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 10,000,000 (or, if less, the remaining amount of such Commitments), and (ii) the Borrower Agent shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.112.10, the aggregate Revolving Exposures (excluding, the portion of the Revolving Exposures attributable to outstanding Letters of Credit, if and to the extent that the applicable Borrowers have 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 aggregate Revolving Commitments. (c) . The Borrower Agent shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Agent pursuant to this Section 2.08 shall be irrevocable, ; provided that a notice of termination of the Revolving Commitments delivered by the Borrower Agent may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt instruments of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditiontransaction, in which case such notice may be revoked or postponed by the Borrower Agent (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Revolving Commitments of any ClassClass shall, other than the Term Commitments and the Revolving Commitmentsexcept as provided in Section 2.20, be terminated or reduced under this Section 2.08 unless made ratably among the Lenders in accordance with their respective Revolving Commitments of such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may beClass.

Termination and Reduction of Commitments. (a) Unless previously terminatedterminated pursuant to the terms of this Agreement, (i) the Term Commitments shall terminate upon the Borrowing of Term Loans on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity DateDate (as it may be extended with respect to some or all of the Commitments pursuant to Section 2.20). (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class without premium or penalty, 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 10,000,000 and not less than $1,000,000 50,000,000 (in each case, unless equal to the entire remaining amount of the Commitments) and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.112.10, the aggregate Total Revolving Exposures Credit Exposure would exceed the aggregate Revolving Aggregate Commitments. (c) The Borrower shall notify the Administrative Agent by telephone or email (and, in the case of telephonic notice, promptly confirmed by email) of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days (or such shorter period as shall be acceptable to the Administrative Agent) prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a any such notice of termination delivered by or reduction of the Borrower Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event one or conditionmore events specified therein, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Commitments of any Class, other than shall be made ratably among the Term Commitments and the Revolving Lenders in accordance with their respective Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminatedterminated or extended, (i) the Term Commitments shall terminate upon the Borrowing of Term Loans on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Termination 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 without premium or penaltyClass, provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and (ii) the Borrower shall not terminate or reduce the any Class of Revolving Commitments ifto the extent that, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of such Class in accordance with Section 2.11, the aggregate Revolving Exposures Exposure (calculated using the Exchange Rate in effect as of the date of the proposed termination or reduction) of such Class (excluding the portion of the Revolving Exposure attributable to outstanding Letters of Credit if and to the extent that the Borrower has Cash Collateralized such Letters of Credit or made other arrangements satisfactory to the applicable Issuing Bank with respect to such Letters of Credit) would exceed the aggregate Revolving CommitmentsCommitments of such Class. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three one Business Days Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that a notice of termination of the Commitments of any Class delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some any other identifiable event or conditionspecified event, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each #91301181v32 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, other than in its sole discretion, shall have the Term Commitments 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 Days’ notice to a Defaulting Lender (with a copy to the Administrative Agent), to terminate in whole such Defaulting Lender’s Commitment; provided that, after giving effect to such termination, 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, be terminated the Administrative Agent, an Issuing Bank or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as any Lender may have against the case may beDefaulting Lender.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Commitments shall terminate upon the Borrowing of Term Loans on the Effective Date be reduced to zero and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Termination Date. (b) The Borrower may at any time prior to the Termination Date terminate, or from time to time during such period, reduce, the Commitments of any Class without premium or penalty, Commitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 10,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, 2.09 the aggregate Revolving sum of the Credit Exposures would exceed the aggregate Revolving total Commitments. Notwithstanding the foregoing but subject to Section 2.07(d), the Borrower, at 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, to terminate in whole (but not in part), any Affected Lender’s Commitment; provided, however, that (i) the Borrower shall simultaneously prepay all outstanding Loans from such Affected Lender hereunder, together with accrued interest thereon, accrued fees and all other amounts payable for the account of such Affected ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, and (ii) the termination of such Affected ▇▇▇▇▇▇’s Commitment shall not affect such ▇▇▇▇▇▇’s rights hereunder as to matters occurring prior to such date. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or upon the receipt closing of the proceeds from the issuance of other Indebtedness any acquisition or the occurrence of some other identifiable event or conditiondisposition, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. (d) Simultaneously with the termination of the Commitment of an Affected Lender pursuant to the last sentence of paragraph (b) of this Section: (i) the LC Exposure of such Affected Lender shall be automatically reallocated among the other Lenders (other than Defaulting Lenders) in accordance with their respective Applicable Percentages but only to the extent that each such Lender’s Credit Exposure does not exceed such ▇▇▇▇▇▇’s Commitment; and (ii) if the reallocation described in clause (i) cannot be effected, such Commitment termination shall not be effective unless the Borrower, at its option, shall have Cash Collateralized the amount of the LC Exposure of such Affected Lender that has not been reallocated to the other Lenders pursuant to clause (i). Upon (and subject to) such reallocation and Cash Collateralization, the participating interest of the Affected Lender in any outstanding Letters of Credit shall terminate. (e) Any termination or reduction of the Commitments of any Class shall be permanent, except to the extent such Commitments are subsequently increased pursuant to Section 2.19. The Borrower Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments, except in the event of an Affected Lender whose Commitment is terminated pursuant to the last sentence of paragraph (b) of this Section, in which case the Commitment of such Affected Lender may not designate that any be terminated without reducing the Commitments of any Class, the other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may beLenders.

Termination and Reduction of Commitments. (a) Unless To the extent not previously terminated, (i) the Term Tranche A Commitments and the Tranche B Commitments shall terminate upon at 5:00 p.m., New York City time, on December 4, 2007, (ii) the Borrowing Incremental Term Loan Commitments for any Class of Incremental Term Loans shall, unless otherwise provided in the applicable Joinder Agreement, terminate at 5:00 p.m., New York City time, on the Effective Increased Amount Date for such tranche 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 without premium or penalty, Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate sum of the Revolving Exposures would exceed the aggregate total Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the any Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Commitments shall terminate upon the Borrowing of Term Loans on the Effective Date and (ii) the Revolving Facility Commitments of each Class shall automatically and permanently terminate on the applicable Revolving Facility Maturity DateDate for such Class. On the Closing Date (after giving effect to the funding of the Initial Term Loans to be made on such date), the Initial Term Loan Commitments of each Term Lender with an Initial Term Loan Commitment as of the Closing Date will automatically and permanently terminate. (b) The Borrower may at any time terminate, or from time to time reduce, the Revolving Facility Commitments of any Class without premium or penaltyClass; provided, provided that (i) each reduction of the Revolving Facility Commitments of any Class shall be in an amount that is an integral multiple of $500,000 5,000,000 and not less than $1,000,000 10,000,000 (or, if less, the remaining amount of the Revolving Facility Commitments of such Class) and (ii) the Borrower shall not terminate or reduce the Revolving Facility Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Facility Loans in accordance with Section 2.112.11 and any Cash Collateralization of Letters of Credit in accordance with Section 2.05(j) or (k), as applicable, the aggregate Revolving Exposures Facility Credit Exposure of such Class (excluding any Cash Collateralized Letter of Credit, to the extent so Cash Collateralized) 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 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 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 shall be irrevocable; provided, provided that a notice of termination or reduction of the Revolving Facility Commitments of any Class delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities facilities, indentures or the receipt of the proceeds from the issuance of similar agreements or other Indebtedness or the occurrence of some other identifiable event or conditiontransactions, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments of any Class shall be permanent. The Borrower may not designate that any made ratably among the Lenders in accordance with their respective Commitments of any such Class, other than the Term Commitments and the Revolving Commitments, be terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the case may be.