Common use of Termination or Reduction of Commitments Clause in Contracts

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. 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 Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditions.

Termination or Reduction of Commitments. (a) The Borrowers Company may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate 364-Day Tranche Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate 364-Day Tranche Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three Business Days prior to the date of termination or reduction, reduction (or such shorter period as the Administrative Agent may agree in its sole discretion) and (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) . The Administrative Agent will promptly notify the Borrowers shall not terminate 364-Day Tranche Lenders of any such notice of termination or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. If, after giving effect to any reduction of the Aggregate 364-Day Tranche Commitments, . If such notice from the Letter of Credit Sublimit Company described above in this paragraph is given in connection with a full or the Swing Line Sublimit exceeds the amount partial refinancing of the Aggregate 364-Day Tranche Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by notice may condition the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination upon the effectiveness of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditionsrefinancing, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the date of the effectiveness of such termination) if such condition is not satisfied. Any reduction or termination may of the Aggregate 364-Day Tranche Commitments shall be applied to the 364-Day Tranche Commitment of each Lender according to its Applicable 364-Day Tranche Percentage. All fees accrued until the effective date of any termination of the Aggregate 364-Day Tranche Commitments shall be paid on the effective date of such FILO Tranche(s)termination. (b) The Company may, upon notice to the Administrative Agent, terminate the Aggregate 5-Year Tranche Commitments, or from time to time permanently reduce the Aggregate 5-Year Tranche Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction (or such shorter period as the Administrative Agent may agree in its sole discretion) and (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof. The Administrative Agent will promptly notify the 5-Year Tranche Lenders of any such notice of termination or reduction of the Letter Aggregate 5-Year Tranche Commitments. If such notice from the Company described above in this paragraph is given in connection with a full or partial refinancing of Credit Sublimitthe 5-Year Tranche Commitments, Swing Line Sublimitsuch notice may condition the reduction or termination upon the effectiveness of such refinancing, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the Aggregate Commitments under this Section 2.06date of the effectiveness of such termination) if such condition is not satisfied. Upon any Any reduction of the Aggregate Commitments, 5-Year Tranche Commitments shall be applied to the 5-Year Tranche Commitment of each Lender according to its Applicable 5-Year Tranche Percentage. All fees accrued until the effective date of any termination of the Aggregate 5-Year Tranche Commitments shall be paid on the effective date of such termination. (c) To the extent not previously terminated, all unused Commitments hereunder shall terminate on the earlier of (i) the Closing Date (after giving effect to the Loans made on such date) and (ii) the expiry of the Availability Period. The Company shall provide the Administrative Agent prompt written notice of any commitment reduction pursuant to clause (ii) hereof. (d) The Aggregate Commitments shall be automatically and permanently reduced by the amounts set forth below: (i) Following the termination in full of commitments under the Bridge Facility, 100% of the net cash proceeds of any Debt Offering or issuance of any equity securities or equity-linked securities in a capital raising transaction (in any event not including any such Lenderissuances pursuant to (i) bond hedging programs, (ii) employee stock plans, dividend reinvestment or other benefit or employee incentive arrangements, (iii) grants to employees, officers or directors in the ordinary course of business, (iv) director’s Applicable Percentage or officer’s qualifying shares and/or other nominal amounts required to be held by Holdings or any of such reduction amount. Ifits Subsidiaries under applicable law or pursuant to a policy of Holdings or any of its Subsidiaries, (v) customer stock ownership plans and (vi) issuances among members of the Group), in each case, on or after February 17, 2022 by the Group; and (ii) 100% of the net cash proceeds (including cash equivalents) actually received of any sale or other disposition (including as a result of casualty or condemnation) of any assets outside the ordinary course of business on or after February 17, 2022 by any member of the Group (other than net cash proceeds that are reinvested in or applied in the replacement, repair, restoration, construction or improvement of assets to be used in the business of the Group within 6 months of receipt of such termination proceeds (or reductionin the case of any casualty or condemnation event, such longer period as may be reasonably required to replace or repair the affected asset)), except for (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction sales or termination, Cash Collateralize such excess amountother dispositions between or among Group members, (ii) sales or other dispositions the Swing Line Loans hereunder would net cash proceeds of which do not exceed $700,000,000 in the Swing Line Sublimitaggregate (it being agreed, for the Borrowers avoidance of doubt, that only any relevant net cash proceeds in excess of such amount in the aggregate shall contemporaneously with such reduction or terminationbe required to be applied to commitment reductions hereunder), pay the Agent an amount equal to such excess, and (iii) the Revolving Loans sale or the Swing Line Loans hereunder would exceed the Aggregate Commitments discount of receivables and related assets in connection with receivables financing, securitization or the Swing Line Sublimitfactoring arrangements, as applicable(iii) sale and leaseback transactions, the Borrowers net cash proceeds of which do not exceed $100,000,000, and (iv) net cash proceeds that are instead applied to reduce the commitments in respect of the Bridge Facility; provided, that Holdings shall contemporaneously with such reduction or terminationnotify the Administrative Agent within three Business Days of any receipt by any Group member of the proceeds described in this Section 2.06(d) which are required to be applied to reduce commitments hereunder; provided, pay the Agent an amount equal further that all mandatory commitment reductions pursuant to such excess. Such reductions this Section 2.06(d) shall be applied without penalty or premium and will be applied on a pro rata to basis amongst the Aggregate 364-Day Tranche Commitments and the 5-Year Tranche Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditions.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the AgentAgent (except as set forth below), terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce in part the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Agent not later than 11:00 a.m. 1:00 p.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations (other than L/C Borrowings) not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans made to the Borrower hereunder would exceed the Swing Line Sublimit. Notwithstanding anything to the contrary contained herein, the Borrower may rescind any notice of reduction or termination of the Commitments provided pursuant to this Section 2.06(a), if such notice states that such termination or reduction is conditioned upon the effectiveness of an Amendment or Refinancing of all part of the Committed Loans hereunder or from the proceeds of an asset sale or an Equity Issuance, which Amendment or Refinancing, asset sale or Equity Issuance shall not have been consummated or shall otherwise have been delayed. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under made pursuant to this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. IfAll fees (including, as a result of such termination or reductionwithout limitation, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Commitment Fees and Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiFees) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed interest in respect of the Aggregate Commitments or accrued until the Swing Line Sublimit, as applicable, effective date of any termination of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Commitments shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower Company to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit, the Financial Letter of Credit Sublimit or the Swing Line Sublimit Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit, the Financial Letter of Credit Sublimit or the Swing Line Sublimit; provided that (ia) any such notice shall be received by the Administrative Agent not later than 11:00 9:00 a.m. five Business Days prior to the date of termination or reduction, (iib) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iiic) the Borrowers shall not terminate or reduce (i) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. If, (ii) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (iii) the Financial Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Financial Letter of Credit Sublimit or (iv) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit, and (d) if, after giving effect to any termination or reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Financial Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06Commitments. Upon any Any reduction of the Aggregate Commitments, Commitments shall be applied to the Commitment of each Lender shall be reduced by such Lender’s according to its Applicable Percentage Percentage. All fees accrued until the effective date of such reduction amount. If, as a result any termination of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments shall be paid on the effective date of such termination. Any notice of termination or reduction given pursuant to this Section 2.06 may be conditioned upon the Swing Line Sublimitconsummation of other financing, as applicableand may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. (b) On the Amendment No. 3 Effective Date, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Revolving Credit Commitments shall be applied pro rata permanently reduced to $275,000,000. All fees accrued until the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers Amendment No. 3 Effective Date shall be in pro forma compliance with the Payment Conditionspaid on such date.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice to the Administrative Agent from the Lead Borrower to the Agent, terminate the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit Sublimit, or from time to time permanently reduce the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. A.M. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 5,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments. If, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of Letter of Credit Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Aggregate Revolving Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments Sublimit or the Swing Line Sublimit, as applicable, . Any reduction of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Revolving Credit Commitments shall be applied pro rata to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers Revolving Credit Commitments shall be in pro forma compliance with paid on the Payment Conditionseffective date of such termination.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 250,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. , (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. IfAll fees (including, as a result of such termination or reductionwithout limitation, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the unused line fees, and Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiFees) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed interest in respect of the Aggregate Commitments or accrued until the Swing Line Sublimit, as applicable, effective date of any termination of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Commitments shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Agent not later than 11:00 a.m. 12:00 p.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Aggregate Commitments if such termination would have resulted from a refinancing of the credit facility established under the Loan Documents, which refinancing shall not be consummated or otherwise shall be delayed. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. IfAll fees (including, as a result of such termination or reductionwithout limitation, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the commitment fees and Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiFees) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed interest in respect of the Aggregate Commitments or accrued until the Swing Line Sublimit, as applicable, effective date of any termination of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Commitments shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Revolver Commitments or the Aggregate WC Commitments, as the Letter of Credit Sublimit or the Swing Line Sublimit case may be, or from time to time permanently reduce the Aggregate Revolver Commitments or the Aggregate WC Commitments, as the Letter of Credit Sublimit or the Swing Line Sublimitcase may be; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce the Aggregate Revolver Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolver Outstandings would exceed the Aggregate Revolver Commitments. If, (iv) the Borrowers shall not terminate or reduce the Aggregate WC Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total WC Outstandings would exceed the Aggregate WC Commitments and (v) if, after giving effect to any reduction of the Aggregate Revolver Commitments or the Aggregate WC Commitments, as applicable, the Alternative Currency Sublimit, the Revolver Letter of Credit Sublimit Sublimit, or the Swing Line Sublimit exceeds the amount of the Aggregate Revolver Commitments or the Aggregate WC Commitments, as applicable, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolver Commitments or Aggregate WC Commitments, as the case may be. The amount of any such Aggregate Revolver Commitment or Aggregate WC Commitment, as the case may be, reduction shall not be applied to the Alternative Currency Sublimit or the Revolver Letter of Credit Sublimit, Swing Line Sublimit, or Sublimit unless otherwise specified by the Aggregate Commitments under this Section 2.06Borrowers. Upon any Any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Revolver Commitments or the Swing Line SublimitAggregate WC Commitments, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the WC Commitment or Revolver Commitment of each Lender, as applicable, according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolver Commitments or Aggregate WC Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers case may be, shall be in pro forma compliance with paid on the Payment Conditionseffective date of such termination.

Termination or Reduction of Commitments. (a) The Borrowers Lead Borrower may, upon irrevocable notice from the Lead Borrower to the Agent, terminate the Aggregate Commitments, the Swing Line Sublimit or the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce in part the Aggregate Commitments, the Swing Line Sublimit or the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reductionreduction (or such later date as the Agent may agree), (ii) any such partial reduction shall (A) be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (B) except in connection with any payment in full of the Obligations, not result in the Aggregate Commitments being less than $100,000,000 after giving effect thereto, and (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. , (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans made to the Borrowers hereunder would exceed the Swing Line Sublimit. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under made pursuant to this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If. (d) In connection with any reduction in the Aggregate Commitments prior to the Maturity Date, as a result if any Loan Party or any of such termination or reductionits Subsidiaries owns any Margin Stock, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay deliver to the Agent an amount equal to such excessupdated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and (iii) delivered by the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimitapplicable Borrowers, as applicable, the Borrowers shall contemporaneously together with such reduction or termination, pay other documentation as the Agent an amount equal shall reasonably request, in order to such excess. Such reductions shall be applied pro rata enable the Agent and the Lenders to comply with any of the Aggregate Commitments; provided thatrequirements under Regulations T, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as U or X of the Borrowers shall be in pro forma compliance with the Payment ConditionsFRB.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce the (A) Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. If, after giving effect to any reduction of the Commitments, (B) the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitmentsif, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06after giving effect thereto, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiC) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iiiiv) the Revolving Loans or the Swing Line Loans hereunder would exceed if, after giving effect to any reduction of the Aggregate Commitments Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, as applicable, exceeds the Borrowers amount of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, as applicable, shall contemporaneously with such reduction or termination, pay be automatically reduced by the Agent an amount equal to of such excess. Such reductions The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Pro Rata Share. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. Any reduction of the Letter of Credit Sublimit shall be applied to reduce the L/C Commitments of the L/C Issuers on a pro rata to basis among them, unless otherwise agreed by the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment ConditionsBorrower and all L/C Issuers.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate CommitmentsRevolving Credit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit Sublimit, or from time to time permanently reduce the Aggregate CommitmentsRevolving Credit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five 1:00 p.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) any prepayment of a Revolving Credit Loan or Swing Line Loan or termination, cancellation or cash collateralization of any L/C Obligations necessary to effectuate a reduction under this Section 2.06 shall be accompanied by payment of (A) accrued interest (or fees) on the Borrowers amount prepaid to the date of prepayment and (B) any additional amounts required pursuant to Section 3.05 and (iv) the Borrower shall not terminate or reduce (A) the Aggregate Commitments Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Commitments. IfRevolving Credit Facility, after giving effect to any reduction of the Commitments, (B) the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitmentsif, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06after giving effect thereto, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction Sublimit or termination, Cash Collateralize such excess amount, (iiC) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Revolving Credit Facility, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans Letter of Credit Sublimit or the Swing Line Loans hereunder would exceed Sublimit. Any such reduction shall be applied to the Revolving Credit Commitment of each Appropriate Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. (b) If after giving effect to any reduction or termination of Revolving Credit Commitments under this Section 2.06, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the Revolving Credit Facility at such time, the Letter of Credit Sublimit or the Swing Line Sublimit, as applicablethe case may be, shall be automatically reduced by the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to of such excess. Such reductions shall be applied pro rata to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditions.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (ia) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (iib) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iiic) the Borrowers Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. If, and (d) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Alternative Currency Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To Except as provided in the extent there are any FILO Tranches outstanding at preceding sentence, the time amount of any such Aggregate Commitment reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may not be applied to such FILO Tranche(s). (b) the Alternative Currency Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06Commitments. Upon any Any reduction of the Aggregate Commitments, Commitments shall be applied to the Commitment of each Lender shall be reduced by such Lender’s according to its Applicable Percentage Percentage. All fees accrued until the effective date of such reduction amount. If, as a result any termination of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata paid on the effective date of such termination. A notice of termination of the Aggregate Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities, and if any notice so states it may be revoked by the Borrower by notice to the Administrative Agent on or prior to the date specified for the termination of the Aggregate Commitments; Commitments that the refinancing condition has not been met and the termination is to be revoked, provided that, if a FILO Tranche is outstanding, such reductions may that the Borrower will continue to be applied first responsible for any costs or expenses pursuant to such FILO Tranche so long as the Borrowers shall be Section 3.05 in pro forma compliance connection with the Payment Conditionsfailure to prepay Loans resulting from such revocation.

Termination or Reduction of Commitments. (a) The Borrowers Company may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate New Vehicle Floorplan Commitments or the Aggregate Used Vehicle Floorplan Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit New Vehicle Floorplan Commitments or the Swing Line SublimitAggregate Used Vehicle Floorplan Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days 30 days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. If, after giving effect to any reduction of the Aggregate New Vehicle Floorplan Commitments, the Letter of Credit Sublimit or the New Vehicle Floorplan Swing Line Sublimit exceeds the amount of the Aggregate New Vehicle Floorplan Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To , (iv) if, after giving effect to any reduction of the extent there are any FILO Tranches outstanding at Aggregate Used Vehicle Floorplan Commitments, the time Used Vehicle Floorplan Swing Line Sublimit exceeds the amount of the Aggregate Used Vehicle Floorplan Commitments, such Sublimit shall be automatically reduced by the amount of such excess, and (v) following any such reduction or termination reduction, no more than 15% of the Aggregate Commitments under this Section 2.06may be allocated to the Aggregate Used Vehicle Floorplan Commitments. In connection with any reduction of the Aggregate New Vehicle Floorplan Commitments, such reduction the New Vehicle Floorplan Swing Line Lender in its discretion may suspend and/or terminate all or termination a portion of the then outstanding Payment Commitments or Payoff Letter Commitments which shall be applied first promptly selected by the Company, in an amount that corresponds to the non-FILO Tranche size of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) said reduction. The Administrative Agent will promptly notify the applicable Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Aggregate New Vehicle Floorplan Commitments or the Aggregate Commitments under this Section 2.06Used Vehicle Floorplan Commitments. Upon any Any reduction of the Aggregate Commitments, New Vehicle Floorplan Commitments or Aggregate Used Vehicle Floorplan Commitments shall be applied to the Commitment of each Lender in accordance with (x) its respective Applicable New Vehicle Floorplan Percentage and (y) its respective Applicable Used Vehicle Floorplan Percentage, as the case may be. All fees and interest accrued under the New Vehicle Floorplan Facility as of the effective date of any termination of the Aggregate New Vehicle Floorplan Commitments shall be reduced by such Lender’s Applicable Percentage paid on the effective date of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, interest due and payable to the New Vehicle Swing Line Lender (in such reductions may be applied first to such FILO Tranche so long as the Borrowers capacity) shall be due and payable pursuant to terms acceptable to the New Vehicle Swing Line Lender in pro forma compliance with its sole discretion. All fees and interest accrued under the Payment ConditionsUsed Vehicle Floorplan Facility as of the effective date of any termination of the Aggregate Used Vehicle Floorplan Commitments shall be paid on the effective date of such termination; provided that, interest due and payable to the Used Vehicle Swing Line Lender (in such capacity), shall be due and payable pursuant to terms acceptable to the Used Vehicle Swing Line Lender in its sole discretion.

Termination or Reduction of Commitments. (a) The Borrowers ▇▇▇▇▇▇▇▇▇ may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate AC Commitments or the Aggregate USD Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit AC Commitments or the Swing Line SublimitAggregate USD Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers ▇▇▇▇▇▇▇▇▇ shall not terminate or reduce (A) the Aggregate AC Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total AC Outstandings would exceed the Aggregate AC Commitments. If, (B) Aggregate USD Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total USD Outstandings would exceed the Aggregate USD Commitments and (iv) if, after giving effect to any reduction of the Aggregate USD Commitments, the Letter of Credit Sublimit, the Alternative Currency Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate USD Commitments, such Letter of Credit Sublimit or Swing Line Sublimit sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate AC Commitments or the Aggregate USD Commitments. The amount of any such Aggregate USD Commitment reduction shall not be applied to the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06Alternative Currency Letter of Credit Sublimit unless otherwise specified by ▇▇▇▇▇▇▇▇▇. Upon any Any reduction of the Aggregate CommitmentsAC Commitments or the Aggregate USD Commitments shall be applied to the AC Commitment or USD Commitment, the Commitment as applicable of each Lender shall be reduced by such Lender’s according to its Applicable AC Percentage of such reduction amount. Ifor its Applicable USD Percentage, as a result applicable. All fees accrued until the effective date of such any termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrowers may, upon irrevocable notice from by the Lead Parent Borrower to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five 12:00 Noon three (3) Business Days prior to the date of termination or reductionreduction (or such shorter period as the Administrative Agent may reasonably agree), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (A) the Total Revolving Outstandings would exceed the Aggregate Commitments. 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 Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (iB) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder all Letters of Credit would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiC) the Outstanding Amount of all Swing Line Loans hereunder would exceed the Swing Line Sublimit, Sublimit or (D) the Borrowers shall contemporaneously with such reduction or termination, pay the Agent Outstanding Amount of all Revolving Committed Loans denominated in Alternative Currencies exceeds an amount equal to the Alternative Currency Sublimit. Each notice of termination shall specify such excess, election to terminate and (iii) the effective date thereof. The Administrative Agent will promptly notify the Revolving Loans Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Swing Line Loans hereunder would exceed Letter of Credit Sublimit unless otherwise specified by the Parent Borrower. Any reduction of the Aggregate Revolving Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments; provided that, if a FILO Tranche Revolving Commitments shall be paid on the effective date of such termination. A notice delivered by the Parent Borrower pursuant to this Section 2.07 may state that such notice is outstandingconditioned upon an event, such reductions as the effectiveness of other credit facilities, the receipt of proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of proceeds from a Disposition, in which case such notice may be applied first revoked by the Parent Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionscondition is not satisfied.

Termination or Reduction of Commitments. (a) The Borrowers Company may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate (USD/MC) Commitments or the Aggregate (MXN) Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit (USD/MC) Commitments or the Swing Line SublimitAggregate (MXN) Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. Noon five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Company shall not terminate or reduce (A) the Aggregate (USD/MC) Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total (USD/MC) Outstandings would exceed the Aggregate (USD/MC) Commitments or (B) the Aggregate (MXN) Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total (MXN) Outstandings would exceed the Aggregate (MXN) Commitments. If, (iv) if, after giving effect to any reduction of the Aggregate (USD/MC) Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate (USD/MC) Commitments, such Letter Sublimit shall be automatically reduced by the amount of Credit such excess and (v) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit or Swing Line exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate (USD/MC) Commitments or Aggregate (MXN) Commitments. The amount of any such Aggregate (USD/MC) Commitment reduction or Aggregate (MXN) Commitment reduction shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. The amount of any such Aggregate (USD/MC) Commitment reduction shall not be applied to the Letter of Credit Sublimit, Swing Line Sublimit, or Sublimit unless otherwise specified by the Aggregate Commitments under this Section 2.06Company. Upon any Any reduction of the Aggregate Commitments, (USD/MC) Commitments shall be applied to the USD/MC Commitment of each Lender shall be reduced by such Lender’s according to its Applicable Percentage (USD/MC) Percentage. Any reduction of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate (MXN) Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied to the MXN Commitment of each Lender according to its Applicable (MXN) Percentage. All fees accrued until the effective date of any termination of the Aggregate (USD/MC) Commitments or Aggregate (MXN) Commitments, as the case may be, shall be paid on the effective date of such termination. (b) The Aggregate (USD/MC) Commitments shall automatically be reduced, on a pro rata to basis among the Aggregate Commitmentsapplicable Lenders, by $100,000,000 immediately following the effectiveness of the Closing Date and as of the first day of each Seasonal Decrease Period; provided that, if a FILO Tranche is outstandingthe Company may elect, in its sole discretion, to maintain the Aggregate (USD/MC) Commitments during any Seasonal Decrease Period at the same level as in effect during the then current Seasonal Increase Period by giving the Administrative Agent notice of the same not later than the 10th Business Day preceding the first day of such reductions may be applied first to such FILO Tranche so long as Seasonal Decrease Period (the Borrowers “Seasonal Commitment Notice”). The Aggregate (USD/MC) Commitments shall be in automatically increased, on a pro forma compliance with rata basis among the Payment ConditionsLenders, by $100,000,000 as of the first day of each Seasonal Increase Period following a Seasonal Decrease Period for which a Seasonal Commitment Notice was not provided.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate CommitmentsCommitments and this Agreement, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line SublimitCommitments under this Agreement; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments prepayment and/or Cash Collateralization hereunder, the Total Outstandings would exceed the Aggregate Commitments. 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 Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter Aggregate Commitments. Any reduction of Credit Sublimitthe Aggregate Commitments shall be applied to the Commitment of each Lender according to its Pro Rata Share; provided that, Swing Line Sublimitduring any period in which a Lender is a Defaulting Lender, the Borrowers may (in their discretion) apply all or any portion to be specified by the Borrowers of any optional reduction of unused Aggregate Commitments under this Section 2.062.05 to the unused Commitments of any one or more Defaulting Lenders specified by the Borrowers (which application may result in a change of the Pro Rata Shares of the Lenders) before applying any remaining reduction to the unused Commitments of all Lenders in accordance with their Pro Rata Shares. Upon All fees accrued until the effective date of any reduction termination of the Aggregate Commitments shall be paid on the effective date of such termination. Notwithstanding the termination of the Aggregate Commitments, this Agreement shall not terminate, and the Commitment obligations of each Lender the Borrowers under this Agreement shall be reduced by such Lender’s Applicable Percentage of such reduction amount. Ifcontinue, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter until all Letters of Credit Sublimithave expired, the Borrowers shall contemporaneously with such reduction been replaced or terminationbeen terminated and each Unreimbursed Amount and all interest, Cash Collateralize such excess amount, (ii) the Swing Line Loans fees and other amounts payable hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be have been paid in pro forma compliance with the Payment Conditionsfull.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of any such termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. , (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. IfAll fees (including, as a result of such termination or reductionwithout limitation, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Commitment Fees, Early Termination Fees, and Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiFees) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed interest in respect of the Aggregate Commitments or accrued until the Swing Line Sublimit, as applicable, effective date of any termination of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Commitments shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. , (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. IfAll fees (including, as a result of such termination or reductionwithout limitation, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the commitment fees and Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiFees) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed interest in respect of the Aggregate Commitments or accrued until the Swing Line Sublimit, as applicable, effective date of any termination of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Commitments shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Revolving Commitments; provided, that, except as otherwise agreed by the Letter of Credit Sublimit or the Swing Line Sublimit; provided that Administrative Agent in its sole discretion, (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (3) Business Days prior to the date of such termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments. If, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such the Letter of Credit Sublimit or the Swing Line Sublimit Sublimit, as applicable, shall be automatically reduced by the amount of such excess. To The Administrative Agent will promptly notify the extent there are any FILO Tranches outstanding at the time Revolving Lenders of any such notice of termination or reduction or termination of the Aggregate Commitments under Revolving Commitments. Any notice delivered by the Borrower pursuant to this Section 2.06, 2.06(a) may state that such reduction or termination shall be applied first to notice is conditioned upon the non-FILO Tranche effectiveness of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditionsother transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any reduction or termination may of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable Revolving Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such FILO Tranche(s)termination. (b) The Agent will promptly notify aggregate Term Commitments shall be automatically and permanently reduced to zero upon the Lenders of any termination or reduction funding of the Letter of Credit Sublimit, Swing Line Sublimit, or Term Loans on the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment ConditionsClosing Date.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. , (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. IfAll fees (including, as a result of such termination or reductionwithout limitation, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the commitment fees and Letter of Credit SublimitFees) and interest in respect of the Aggregate Commitments accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. (d) In connection with any reduction in the Aggregate Commitments prior to the Maturity Date, the if any Loan Party or any of its Subsidiaries owns any Margin Stock, Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay deliver to the Agent an amount equal to such excessupdated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and (iii) delivered by the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line SublimitBorrowers, as applicable, the Borrowers shall contemporaneously together with such reduction or termination, pay other documentation as the Agent an amount equal shall reasonably request, in order to such excess. Such reductions shall be applied pro rata enable the Agent and the Lenders to comply with any of the Aggregate Commitments; provided thatrequirements under Regulations T, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as U or X of the Borrowers shall be in pro forma compliance with the Payment ConditionsFRB.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice to the Administrative Agent from the Lead Borrower to the Agent, terminate the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit Sublimit, or from time to time permanently reduce the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three Business Days (or such shorter time as agreed by Administrative Agent) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Revolving Credit Commitments. If, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of Letter of Credit Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Aggregate Revolving Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments Sublimit or the Swing Line Sublimit, as applicable, . Any reduction of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Revolving Credit Commitments shall be applied pro rata to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers Revolving Credit Commitments shall be in pro forma compliance with paid on the Payment Conditionseffective date of such termination.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower Company to the Administrative Agent, terminate the Aggregate Commitments, Revolving Commitments or the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, Revolving Commitments in an aggregate amount not to exceed $75,000,000 or the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings total Exposure of the Revolving Lenders would exceed the Aggregate Commitments. Revolving Commitments or (B) the Letter of Credit Sublimit if, after giving effect thereto, the L/C Exposure not fully Cash Collateralized in accordance with Section 2.05(j) hereunder would exceed the Letter of Credit Sublimit. (b) If, after giving effect to any reduction of the Commitments, Aggregate Revolving Commitments the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Revolving Commitments under this Section 2.062.08. Upon any reduction of the Aggregate Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Revolving Lender’s Revolving Applicable Percentage of such reduction amount. IfAll fees (including, as a result of such termination or reductionwithout limitation, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Unused Fees and Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiFees) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed in respect of the Aggregate Commitments or the Swing Line SublimitRevolving Commitments, as applicable, accrued until the Borrowers shall contemporaneously with effective date of any termination of such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Commitments shall be applied pro rata paid on the effective date of such termination. (d) Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Company (by notice to the Aggregate Commitments; provided that, Administrative Agent on or prior to the specified effective date) if a FILO Tranche such condition is outstanding, such reductions may be applied first to such FILO Tranche so long as not satisfied. Any termination or reduction of the Borrowers Revolving Commitments shall be in pro forma compliance with the Payment Conditionspermanent and may not be reinstated.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. If, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of any such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. A notice of termination of the Aggregate Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, and such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, however, the Borrower shall be responsible for all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders caused by the revocation of such notice of termination in accordance with Sections 3.05 or 10.04. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit, Swing Line Sublimit, or Sublimit unless otherwise specified by the Aggregate Commitments under this Section 2.06Borrower. Upon any Any reduction of the Aggregate Commitments, Commitments shall be applied to the Commitment of each Lender shall be reduced by such Lender’s according to its Applicable Percentage Percentage. All fees accrued until the effective date of such reduction amount. If, as a result any termination of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate CommitmentsRevolving Credit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit Sublimit, or from time to time permanently reduce the Aggregate CommitmentsRevolving Credit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. IfRevolving Credit Facility, after giving effect to any reduction of the Commitments, (B) the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitmentsif, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06after giving effect thereto, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiC) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Letter of Credit Sublimit. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line SublimitSublimit or the Commitment under this Section 2.06(a). Upon any reduction of the Commitments, the Borrowers Commitment of each Lender shall contemporaneously with be reduced by such Lender's Applicable Percentage of such reduction or termination, pay the Agent an amount equal to such excess, and (iii) amount. All fees in respect of the Revolving Loans or Credit Facility accrued until the Swing Line Loans hereunder would exceed effective date of any termination of the Aggregate Commitments or Revolving Credit Facility shall be paid on the Swing Line Sublimit, as applicableeffective date of such termination. (b) On the Maturity Date, the Borrowers Commitments shall contemporaneously with automatically terminate in full. All fees in respect of the Revolving Credit Facility accrued until such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Maturity Date shall be applied pro rata paid on such Maturity Date to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionsall Lenders.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable written notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) after giving effect to any partial reduction of the Aggregate Commitments, the remaining Aggregate Commitments shall be greater than or equal to $25,000,000, (iv) the Borrowers shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the lesser of (x) the Aggregate Commitments. IfCommitments then in effect and (y) the Borrowing Base Amount at such time, (v) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or the Swing Line Sublimit shall be automatically reduced by the amount of such excess. To excess and (vi) the extent there are Borrowers shall, jointly and severally, pay any FILO Tranches outstanding at the time amounts required to be paid under Section 3.05 resulting from any prepayment of Revolving Credit Loans made in connection with such termination or reduction of Commitments; provided further, that any such reduction or notice delivered in connection with a termination in full of the Aggregate Commitments under this Section 2.06Commitments, due to a refinancing of the Loans with the proceeds of such reduction or refinancing, may be, if expressly so stated to be, contingent upon the consummation of such refinancing (any such contingent termination shall notice being referred to herein as a “Contingent Commitment Termination Notice”) and may be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless revoked by the Borrowers shall in the event such refinancing is not consummated (and the Borrowers shall, jointly and severally, pay any amounts required to be in pro forma compliance with the Payment Conditions, in which case paid under Section 3.05 resulting from any such reduction or termination may be applied to revocation of such FILO Tranche(snotice). (b) . The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06Commitments. Upon any Any reduction of the Aggregate Commitments, Commitments shall be applied to the Commitment of each Lender shall be reduced by such Lender’s according to its Applicable Percentage Percentage. All fees accrued until the effective date of such reduction amount. If, as a result any termination of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers Company may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (ia) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (iib) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iiic) the Borrowers Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. If, and (d) if, after giving effect to any reduction of the CommitmentsAggregate Commitments (plus any Cash Collateralization of the L/C Obligations hereunder), the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate CommitmentsCommitments (plus any Cash Collateralization of the L/C Obligations hereunder), such Letter of Credit Sublimit or Swing Line Sublimit sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swing Line Swingline Sublimit, or the Aggregate Commitments under Commitments. Any notice delivered by the Company pursuant to this Section 2.062.06 may state that such notice is conditioned upon the effectiveness of one or more events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon any Any reduction of the Aggregate Commitments, Commitments shall be applied to the Commitment of each Lender shall be reduced by such Lender’s according to its Applicable Percentage Percentage. All fees accrued until the effective date of such reduction amount. If, as a result any termination of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or shall be paid on the Swing Line Sublimit, as applicableeffective date of such termination. On the Full Availability Expiration Date, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Commitments shall be applied pro rata automatically reduced by $1,250,000,000, which reduction shall be allocated to reduce each Lender’s Commitment ratably in accordance with the Aggregate Lenders’ respective Commitments; provided thatthat for the avoidance of doubt, if a FILO Tranche is outstanding, no such reductions may be applied first to such FILO Tranche so long as reduction shall reduce or otherwise affect the Borrowers shall be in pro forma compliance with the Payment ConditionsInterim Availability.

Termination or Reduction of Commitments. (a) The Borrowers Company may, upon irrevocable notice from given by the Lead Borrower Borrowing Agent to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Alternative Currency Loan Sublimit, the Alternative Currency L/C Sublimit or the Swing Line Sublimit Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Alternative Currency Loan Sublimit, the Alternative Currency L/C Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five two Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrowing Agent shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. If, (B) the Alternative Currency Loan Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Loans denominated in Alternative Currencies would exceed the Alternative Currency Loan Sublimit, (C) the Alternative Currency L/C Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations with respect to Letters of Credit denominated in Alternative Currencies not fully Cash Collateralized hereunder would exceed the Alternative Currency L/C Sublimit, or (D) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Commitments, the Letter of Credit Alternative Currency Loan Sublimit, the Alternative Currency L/C Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. IfAlternative Currency Loan Sublimit, as a result of such termination or reduction, (i) the Outstanding Amount of Alternative Currency L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments Sublimit or the Swing Line Sublimit, as applicable. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Loan Sublimit, the Borrowers shall contemporaneously with such Alternative Currency L/C Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrowing Agent. Any reduction or termination, pay of the Agent an amount equal to such excess. Such reductions Aggregate Commitments shall be applied pro rata to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers Commitments shall be in pro forma compliance with paid on the Payment Conditionseffective date of such termination.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 25,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Outstandings would exceed the Aggregate Commitments. IfCommitments or (y) during the Senior Notes Preference Period, after giving effect to any reduction of the CommitmentsTotal Outstandings would exceed the Senior Notes Preference Period Threshold, (B) the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitmentsif, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06after giving effect thereto, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiC) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Letter of Credit Sublimit; provided further that any notice to reduce or terminate the Aggregate Commitments may be contingent upon the consummation of the refinancing of this Agreement or other transaction, and may be revoked if such refinancing or transaction is not consummated, and if so revoked, the Borrowers Aggregate Commitments shall contemporaneously with not be so reduced or terminated as requested in such notice. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction or termination, pay of the Agent an Aggregate Commitments. The amount equal of any such Aggregate Commitment reduction shall not be applied to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments Sublimit or the Swing Line Sublimit, as applicable, Letter of Credit Sublimit unless otherwise specified by the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment ConditionsBorrower.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided provided, that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. , (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (D) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. (a) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. IfAll fees (including, as a result of such termination or reductionwithout limitation, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the commitment fees and Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiFees) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed interest in respect of the Aggregate Commitments or accrued until the Swing Line Sublimit, as applicable, effective date of any termination of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Commitments shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers mayBorrower shall have the right, upon irrevocable not less than three Business Days' notice from the Lead Borrower to the Administrative Agent, to terminate the Aggregate CommitmentsRevolving Commitments or, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently time, to reduce the Aggregate amount of the Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any no such notice termination or reduction of Revolving Commitments shall be received by the Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce the Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Loans and Swingline Loans made on the effective date thereof, the Total Outstandings Revolving Extensions of Credit would exceed the Aggregate Total Revolving Commitments. If, after giving effect to any Any such partial reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Payment Conditions, Revolving Commitments then in which case such reduction or termination may be applied to such FILO Tranche(s)effect. (b) The Agent will promptly notify Borrower shall have the Lenders right, upon not less than three Business Days' notice to the Administrative Agent, to terminate the Tranche A Commitments or, from time to time, to reduce the amount of any the Tranche A Commitments; provided that no such termination or reduction of Tranche A Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Letter Tranche A Loans made on the effective date thereof, the Total Tranche A Extensions of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers aggregate Tranche A Commitments. Any such partial reduction shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent be in an amount equal to such excess$1,000,000, or a whole multiple thereof, and (iii) shall reduce permanently the Revolving Loans or Tranche A Commitments then in effect. Notwithstanding the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicableforegoing, the Borrowers Tranche A Commitments shall contemporaneously with be automatically and permanently reduced on a dollar-for-dollar basis upon the cancellation, termination or expiration without renewal of each Tranche A Letter of Credit or any portion of the face amount thereof. (c) The Borrower shall have the right, upon not less than three Business Days' notice to the Administrative Agent, to terminate the Term Loan Commitments or, from time to time, to reduce the amount of the Term Loan Commitments. Any such partial reduction or termination, pay the Agent shall be in an amount equal to such excess. Such reductions $1,000,000, or a whole multiple thereof, and shall be applied pro rata to reduce permanently the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be Term Loan Commitments then in pro forma compliance with the Payment Conditionseffect.

Termination or Reduction of Commitments. (a) The Borrowers Company may, upon irrevocable notice from the Lead Borrower to the AgentAdministrative Agent (which notice may state that such notice is conditioned upon the consummation of a transaction which is contemplated to result in termination or reduction of the Aggregate Commitments, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified termination or reduction date) if such condition is not satisfied), terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments; provided, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (ia) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (3) Business Days prior to the date of termination or reduction, (iib) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iiic) the Borrowers Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings Outstanding Amount of Revolving Loans, Bid Loans, Swing Line Loans and L/C Obligations would exceed the Aggregate Commitments. IfCommitments and (d) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Bid Loan Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. The amount of any such Aggregate Commitment reduction shall be applied to the U.S. Dollar Sublimit, Alternative Currency Sublimit, any other Applicable Sublimit and each of the Letter of Credit Sublimit, Swing Line Sublimit, or Sublimits as specified by the Aggregate Commitments under this Section 2.06Company. Upon any Any reduction of the Aggregate Commitments, Commitments shall be applied to the Commitment of each Revolving Loan Lender shall be reduced by such Lender’s according to its Applicable Percentage Percentage. All fees accrued until the effective date of such reduction amount. If, as a result any termination of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower Company to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit, the Financial Letter of Credit Sublimit or the Swing Line Sublimit Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit, the Financial Letter of Credit Sublimit or the Swing Line Sublimit; provided that (ia) any such notice shall be received by the Administrative Agent not later than 11:00 9:00 a.m. five Business Days prior to the date of termination or reduction, (iib) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iiic) the Borrowers shall not terminate or reduce (i) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. If, (ii) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (iii) the Financial Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Financial Letter of Credit Sublimit or (iv) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit, and (d) if, after giving effect to any termination or reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Financial Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06Commitments. Upon any Any reduction of the Aggregate Commitments, Commitments shall be applied to the Commitment of each Lender shall be reduced by such Lender’s according to its Applicable Percentage Percentage. All fees accrued until the effective date of such reduction amount. If, as a result any termination of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata paid on the effective date of such termination. Any notice of termination or reduction given pursuant to this Section 2.06 may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Aggregate Commitments; provided that, Administrative Agent if a FILO Tranche such other financing is outstanding, such reductions may be applied first to such FILO Tranche so long as not consummated on the Borrowers shall be in pro forma compliance with the Payment Conditionsanticipated date.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. , (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. IfAll fees (including, as a result of such termination or reductionwithout limitation, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the commitment fees, Early Termination Fees, and Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiFees) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed interest in respect of the Aggregate Commitments or accrued until the Swing Line Sublimit, as applicable, effective date of any termination of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Commitments shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers Company may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate CommitmentsRevolving Credit Commitments of either Class, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter Revolving Credit Commitments of Credit Sublimit or the Swing Line Sublimiteither Class; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Company shall not terminate or reduce (x) the Aggregate Revolving Credit Commitments of either Class if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Commitments, (y) the Multicurrency Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Multicurrency Revolving Credit Outstandings would exceed the Aggregate Multicurrency Revolving Credit Commitments. If, or (z) the US Dollar Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total US Dollar Revolving Credit Outstandings would exceed the US Dollar Revolving Credit Commitments and (iv) if, after giving effect to any reduction of the Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To excess provided, further that such notice may be revocable if the extent there are any FILO Tranches outstanding at the time of any Company specifies therein that such reduction or termination is contingent upon the consummation of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) an anticipated transaction. The Administrative Agent will promptly notify the Revolving Credit Lenders of the applicable Class of any such notice of termination or reduction of the Revolving Credit Commitments. The amount of any such Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit unless otherwise specified by the Company or otherwise required by the Aggregate Commitments under this Section 2.06preceding sentence. Upon any Any reduction of the Aggregate Commitments, Revolving Credit Commitments of any Class shall be applied to the Commitment of each Revolving Credit Lender of such Class according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Revolving Credit Commitments of any Class shall be reduced by such Lender’s Applicable Percentage paid on the effective date of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditions.

Termination or Reduction of Commitments. (a) The Domestic Borrowers may, upon irrevocable notice from the Lead Borrower Parent to the AgentAdministrative Agent (except as set forth below), terminate the Aggregate Domestic Total Commitments, the Domestic Letter of Credit Sublimit or the Domestic Swing Line Sublimit or from time to time permanently reduce in part the Aggregate Domestic Total Commitments, the Domestic Letter of Credit Sublimit or the Domestic Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Domestic Borrowers shall not reduce (A) the Domestic Total Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Domestic Total Outstandings would exceed the Domestic Total Commitments, (B) the Domestic Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of Domestic L/C Obligations (other than Domestic L/C Borrowings) not fully Cash Collateralized hereunder would exceed the Domestic Letter of Credit Sublimit, and (C) the Domestic Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans made to the Domestic Borrowers hereunder would exceed the Domestic Swing Line Sublimit. Notwithstanding anything to the contrary contained herein, the Domestic Borrowers may rescind any notice of reduction or termination of the Domestic Commitments provided pursuant to this Section 2.06(a), if such termination or reduction was to have been made with the proceeds of a refinancing of all part of the Committed Loans hereunder or from the proceeds of an asset sale, which refinancing or asset sale shall not have been consummated or shall otherwise have been delayed. (b) The Canadian Borrower may, upon irrevocable notice from the Canadian Borrower to the Canadian Agent (except as set forth below), terminate the Canadian Total Commitments, the Canadian Letter of Credit Sublimit or the Canadian Swing Line Sublimit or from time to time permanently reduce in part the Aggregate Canadian Total Commitments, the Canadian Letter of Credit Sublimit or the Canadian Swing Line Sublimit; provided that (i) any such notice shall be received by the Canadian Agent not later than 11:00 a.m. (Toronto time) three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Canadian Borrower shall not reduce (A) the Canadian Total Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Canadian Outstandings would exceed the Aggregate Canadian Total Commitments, (B) the Canadian Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of Canadian L/C Obligations (other than Canadian L/C Borrowings) not fully Cash Collateralized hereunder would exceed the Canadian Letter of Credit Sublimit, and (C) the Canadian Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans made to the Canadian Borrower hereunder would exceed the Canadian Swing Line Sublimit. Notwithstanding anything to the contrary contained herein, the Canadian Borrower may rescind any notice of reduction or termination of the Canadian Commitments provided pursuant to this Section 2.06(b), if such termination or reduction was to have been made with the proceeds of a refinancing of all part of the Committed Loans hereunder or from the proceeds of an asset sale, which refinancing or asset sale shall not have been consummated or shall otherwise have been delayed. (c) If, after giving effect to any reduction of the Domestic Total Commitments, the Domestic Letter of Credit Sublimit or the Domestic Swing Line Sublimit exceeds the amount of the Aggregate Domestic Total Commitments, such Domestic Letter of Credit Sublimit or Domestic Swing Line Sublimit shall be automatically reduced by the amount of such excess. To . (d) If, after giving effect to any reduction of the extent there are Canadian Total Commitments, the Canadian Letter of Credit Sublimit or the Canadian Swing Line Sublimit exceeds the amount of the Canadian Total Commitments, such Canadian Letter of Credit Sublimit or Canadian Swing Line Sublimit shall be automatically reduced by the amount of such excess. (e) The Canadian Total Commitments, the Canadian Letter of Credit Sublimit or the Canadian Swing Line Sublimit shall be automatically terminated without any FILO Tranches outstanding at the time further action of any such reduction Loan Party or any Credit Party upon the termination of the Aggregate Domestic Commitments under this pursuant to Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s)2.06(a) hereof. (bf) The Administrative Agent or the Canadian Agent, as applicable, will promptly notify the Domestic Lenders or the Canadian Lenders, as applicable, of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under made pursuant to this Section 2.06. Upon any reduction of the Aggregate Domestic Total Commitments, the Domestic Commitment of each Domestic Lender shall be reduced by such Domestic Lender’s Applicable Percentage of such reduction amount. IfUpon any reduction of the Canadian Total Commitments, as a result the Canadian Commitment of each Canadian Lender shall be reduced by such Canadian Lender’s Applicable Percentage of such termination or reductionreduction amount. All fees (including, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the without limitation, Commitment Fees and Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiFees) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed interest in respect of the Aggregate Total Commitments or accrued until the Swing Line Sublimit, as applicable, effective date of any termination of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Total Commitments shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable (except as set forth below) notice from the Lead Borrower to the Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time (without affecting its rights pursuant to Section 2.15) permanently reduce the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided provided, that (i) any such notice shall be received by the Agent not later than 11:00 a.m. five 12:00 p.m. one (1) Business Days Day prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings Revolving Exposure would exceed the Aggregate Revolving Commitments. , (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit; provided, further, that such notice delivered by the Borrower may state that such notice is conditioned on the funding or consummation of any transaction or transactions specified therein (including, without limitation, any sale or disposition of Collateral or the closing of any other financing transaction). (b) If, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Agent will promptly notify the Revolving Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Revolving Commitments under this Section 2.06. Upon any reduction of the Aggregate Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. All fees (including, without limitation, Commitment Fees and Letter of Credit Fees) and interest in respect of the Aggregate Revolving Commitments accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall Borrower shall, contemporaneously with such reduction or termination, Cash Collateralize such excess amount, and (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Revolving Commitments or the Swing Line Sublimit, as applicable, the Borrowers Borrower shall contemporaneously with such reduction or termination, pay the Agent Agent, for the benefit of the Revolving Lenders, an amount equal to such excess. Such reductions . (d) On the Bridge Commitment Termination Date, (x) the Bridge Commitments of each Revolving Lender shall be applied pro rata permanently reduced to $0 and (y) the Borrower shall repay all Revolving Loans outstanding pursuant to the Aggregate Bridge Commitments; provided that, if a FILO Tranche is outstanding, such reductions which repayment may be applied first made through a Revolver Borrowing in accordance with Section 2.02. All fees (including, without limitation, Commitment Fees) and interest in respect of the Aggregate Bridge Commitments accrued until the Bridge Commitment Termination Date shall be paid on the Bridge Commitment Termination Date. If, as a result of such reduction, the Revolving Loans hereunder would exceed the Aggregate Revolving Commitments in effect as of the Bridge Commitment Termination Date, the Borrower shall contemporaneously with such reduction or termination, pay the Agent, for the benefit of the Revolving Lenders with Bridge Commitments, an amount equal to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionsexcess.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five 2:00 p.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers Borrower shall not terminate or reduce the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings aggregate Revolving Credit Exposure would exceed the Aggregate Commitments. If, after giving effect to The Administrative Agent will promptly notify the Revolving Credit Lenders of any such notice of termination or reduction of the Revolving Credit Commitments. Any reduction of the Aggregate Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Pro Rata Share. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. Notwithstanding anything herein to the contrary, the Letter Borrower may rescind any notice of termination of Revolving Credit Sublimit or Commitments under this Section 2.10 not later than 1:00 p.m. on the Swing Line Sublimit exceeds the amount Business Day before such termination was scheduled to take place if such termination would have resulted from a refinancing of the Aggregate Commitments, such Letter which refinancing shall not be consummated or shall otherwise be delayed. Unless previously terminated, the Term Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date. The Borrower may, upon notice to the Administrative Agent, terminate or permanently reduce the Revolving Credit Commitments of Credit Sublimit any Impacted Lender in whole or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To in part, if no Revolving Loans are then outstanding to the extent there are any FILO Tranches outstanding the aggregate remaining Revolving Credit Commitments would be at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first least equal to the non-FILO Tranche of aggregate Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s)Credit Exposure. (b) The Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditions.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate aggregate Revolving Credit Commitments and/or the aggregate Refinancing Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate aggregate Revolving Credit Commitments and/or the aggregate Refinancing Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three Business Days prior to the date of such termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce the Aggregate aggregate Revolving Credit Commitments or the Refinancing Revolving Credit Commitments, as applicable, if, after giving effect thereto and to any concurrent prepayments hereunder, (A) in the case of any termination or reduction of Revolving Credit Commitments, the Total Revolving Outstandings would exceed the Aggregate aggregate Revolving Credit Commitments and/or (B) in the case of any termination or reduction of Refinancing Revolving Credit Commitments. If, the Total Refinancing Revolving Outstandings would exceed the aggregate Refinancing Revolving Credit Commitments, and (iv) in the case of any termination or reduction of Revolving Credit Commitments, if, after giving effect to any reduction of the aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate aggregate Revolving Credit Commitments, such Letter of Credit Sublimit or Swing Line Sublimit sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter aggregate Revolving Credit Commitments and/or the aggregate Refinancing Revolving Credit Commitments. All fees accrued until the effective date of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any reduction termination of the Aggregate aggregate Revolving Credit Commitments and/or the aggregate Refinancing Revolving Credit Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers termination. (b) The Term B Commitment of each Term B Lender shall be in pro forma compliance with automatically and permanently reduced to $0 upon the Payment Conditionsmaking of such Term B Lender’s Term B Loans pursuant to Section 2.01(b). The Revolving Credit Commitments shall terminate on the Maturity Date therefor. The Extended Revolving Credit Commitments, any Additional Revolving Credit Commitments and any Refinancing Revolving Credit Commitments shall terminate on the respective maturity dates applicable thereto.

Termination or Reduction of Commitments. (a) The Borrowers Revolving Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Revolving Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. If, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or Sublimit, the Swing Line Sublimit, the New Vehicle Swing Line Sublimit or any Within Line Limitation exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit sublimit or Swing Within Line Sublimit Limitation shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06Commitments. Upon any Any reduction of the Aggregate Commitments, Commitments shall be applied to the Commitment of each Lender shall be reduced by such Lender’s according to its Applicable Percentage Percentage. All fees accrued until the effective date of such reduction amount. If, as a result any termination of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or shall be paid on the Swing Line Sublimit, as applicableeffective date of such termination. Notwithstanding the foregoing, the Borrowers Revolving Borrower may rescind or postpone any notice of termination of any Commitments if such termination would have resulted from a refinancing of all or a portion of the Commitments hereunder, which refinancing shall contemporaneously with such reduction not be consummated or termination, pay the Agent an amount equal to such excess. Such reductions shall otherwise be applied pro rata to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionsdelayed.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Total Swing Line Sublimit Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Total Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 10:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. IfBorrowing Base, after giving effect to any reduction of the Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Total Swing Line Sublimit exceeds if, after giving effect thereto and to any concurrent prepayments hereunder, the amount Outstanding Amount of Swing Line Loans would exceed the Aggregate Commitments, such Letter of Credit Sublimit or Total Swing Line Sublimit shall be automatically reduced by or the amount Outstanding Amount of Swing Line Loans owing to any Swing Line Lender would exceed such excessSwing Line Lender’s Swing Line Sublimit. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result Upon any reduction of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Total Swing Line Sublimit, the Borrowers each Swing Line Lender’s Swing Line Sublimit shall contemporaneously with such reduction or termination, pay the Agent be reduced pro rata by an amount equal to such excess, and (iii) reduction amount. All fees accrued until the Revolving Loans or the Swing Line Loans hereunder would exceed effective date of any termination of the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Revolver Commitments or the Aggregate WC Commitments, as the Letter of Credit Sublimit or the Swing Line Sublimit case may be, or from time to time permanently reduce the Aggregate Revolver Commitments or the Aggregate WC Commitments, as the Letter of Credit Sublimit or the Swing Line Sublimitcase may be; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce the Aggregate Revolver Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolver Outstandings (other than Revolver L/C Obligations which are Cash Collateralized pursuant to Section 2.14 hereof) would exceed the Aggregate Revolver Commitments. If, (iv) the Borrowers shall not terminate or reduce the Aggregate WC Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total WC Outstandings (other than WC L/C Obligations which are Cash Collateralized pursuant to Section 2.14 hereof) would exceed the Aggregate WC Commitments and (v) if, after giving effect to any reduction of the Aggregate Revolver Commitments or the Aggregate WC Commitments, as applicable, the Alternative Currency Sublimit, the Revolver Letter of Credit Sublimit Sublimit, or the Swing Line Sublimit exceeds the amount of the Aggregate Revolver Commitments or the Aggregate WC Commitments, as applicable, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolver Commitments or Aggregate WC Commitments, as the case may be. The amount of any such Aggregate Revolver Commitment or Aggregate WC Commitment, as the case may be, reduction shall not be applied to the Alternative Currency Sublimit or the Revolver Letter of Credit Sublimit, Swing Line Sublimit, or Sublimit unless otherwise specified by the Aggregate Commitments under this Section 2.06Borrowers. Upon any Any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Revolver Commitments or the Swing Line SublimitAggregate WC Commitments, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the WC Commitment or Revolver Commitment of each Lender, as applicable, according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolver Commitments or Aggregate WC Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers case may be, shall be in pro forma compliance with paid on the Payment Conditionseffective date of such termination.

Termination or Reduction of Commitments. (a) The Borrowers Unless terminated earlier pursuant to subsection (b) below, the Commitments shall be automatically and permanently reduced to zero on the Maturity Date. (b) Following the Closing Date, the Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 10:00 a.m. five three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings aggregate amount of the Lenders’ Revolving Credit Exposures would exceed the Aggregate Commitments. If, and (iv) 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 the Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time ; provided, further, that a notice of any such termination or reduction or termination of the Aggregate Commitments under this Section 2.06, delivered may state that such reduction notice is conditioned upon the effectiveness of other credit facilities or termination shall be applied first to the non-FILO Tranche receipt of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with proceeds from the Payment Conditionsissuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such reduction or termination notice may be applied revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of termination or reduction) if such FILO Tranche(s). (b) condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit unless otherwise specified by the Borrower or unless required by proviso (iv) of the Aggregate Commitments under this Section 2.06preceding sentence. Upon any Any reduction of the Aggregate Commitments, Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Commitments shall be reduced by such Lender’s Applicable Percentage paid on the effective date of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditions.

Termination or Reduction of Commitments. (ai) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the AgentAgent (except as set forth below), terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce in part the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Agent not later than 11:00 a.m. 1:00 p.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations (other than L/C Borrowings) not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans made to the Borrower hereunder would exceed the Swing Line Sublimit. Notwithstanding anything to the contrary contained herein, the Borrower may rescind any notice of reduction or termination of the Commitments provided pursuant to this Section 2.06(a), if such notice states that such termination or reduction is conditioned upon the effectiveness of an Amendment or Refinancing of all part of the Committed Loans hereunder or from the proceeds of an asset sale or an Equity Issuance, which Amendment or Refinancing, asset sale or Equity Issuance shall not have been consummated or shall otherwise have been delayed. (ii) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (biii) The Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under made pursuant to this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. IfAll fees (including, as a result of such termination or reductionwithout limitation, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Commitment Fees and Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiFees) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed interest in respect of the Aggregate Commitments or accrued until the Swing Line Sublimit, as applicable, effective date of any termination of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Commitments shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Revolver Commitments, the Letter of Credit Sublimit Aggregate WC Interim Commitment or the Swing Line Sublimit Aggregate WC Commitments, as the case may be, or from time to time permanently reduce the Aggregate Revolver Commitments, the Letter of Credit Sublimit Aggregate WC Interim Commitment or the Swing Line SublimitAggregate WC Commitments, as the case may be; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce the Aggregate Revolver Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolver Outstandings (other than Revolver L/C Obligations which are Cash Collateralized pursuant to Section 2.14 hereof) would exceed the Aggregate Revolver Commitments. If, (iv) the Borrowers shall not terminate or reduce the Aggregate WC Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total WC Outstandings (other than WC L/C Obligations which are Cash Collateralized pursuant to Section 2.14 hereof) would exceed the Aggregate WC Commitments, (v) the Borrowers shall not terminate or reduce the Aggregate WC Interim Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total WC Interim Outstandings (other than WC Interim L/C Obligations which are Cash Collateralized pursuant to Section 2.14 hereof) would exceed the Aggregate WC Interim Commitments and (vi) if, after giving effect to any reduction of the Aggregate Revolver Commitments, the Aggregate WC Interim Commitments or the Aggregate WC Commitments, as applicable, the Alternative Currency Sublimit, the Revolver Letter of Credit Sublimit Sublimit, or the Swing Line Sublimit exceeds the amount of the Aggregate Revolver Commitments, the Aggregate WC Interim Commitment or the Aggregate WC Commitments, as applicable, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolver Commitments, the Aggregate WC Interim Commitment or Aggregate WC Commitments, as the case may be. The amount of any such Aggregate Revolver Commitment, Aggregate WC Interim Commitment or Aggregate WC Commitment, as the case may be, reduction shall not be applied to the Alternative Currency Sublimit or the Revolver Letter of Credit Sublimit, Swing Line Sublimit, or Sublimit unless otherwise specified by the Aggregate Commitments under this Section 2.06Borrowers. Upon any Any reduction of the Aggregate Revolver Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate WC Interim Commitments or the Swing Line SublimitAggregate WC Commitments, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the WC Commitment, WC Interim Commitment or Revolver Commitment of each Lender, as applicable, according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolver Commitments; provided that, if a FILO Tranche is outstandingAggregate WC Interim Commitment or Aggregate WC Commitments, such reductions may be applied first to such FILO Tranche so long as the Borrowers case may be, shall be in pro forma compliance with paid on the Payment Conditionseffective date of such termination.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Administrative Borrower to the Administrative Agent, terminate the Aggregate Revolving Loan Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Revolving Loan Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. five (5) Business Days prior to the date of termination or reductionreduction (provided that a notice of termination of the Aggregate Revolving Loan 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 condition, in which case such notice may be revoked by the Administrative Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce the Aggregate Revolving Loan Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Loan Commitments. If, and (iv) if, after giving effect to any reduction of the Revolving Loan Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate CommitmentsRevolving Loan Commitment, such the Letter of Credit Sublimit or and/or the Swing Line Sublimit Sublimit, as applicable, shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06Revolving Loan Commitments. Upon any Any reduction of the Aggregate Commitments, Revolving Loan Commitments shall be applied to the Revolving Loan Commitment of each Lender Revolving Lender, as the case may be, according to its Applicable Percentage thereof. All commitment fees accrued until the effective date of any termination of the Aggregate Revolving Loan Commitments shall be reduced by such Lender’s Applicable Percentage paid on the effective date of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditions.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Financial Letter of Credit Sublimit or the Swing Line Sublimit Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Financial Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof or, if less, the entire amount thereof, and (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. If, (B) the Financial Letter of Credit Sublimit if, after giving effect to any reduction of the Commitmentsthereto, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Financial Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiC) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. If after giving effect to any reduction or termination of Aggregate Commitments under this Section 2.06, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans Financial Letter of Credit Sublimit or the Swing Line Loans hereunder would exceed Sublimit exceeds the Aggregate Commitments at such time, the Financial Letter of Credit Sublimit or the Swing Line Sublimit, as applicablethe case may be, shall be automatically reduced by the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to of such excess. Such reductions The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Financial Letter of Credit Sublimit, Swing Line Sublimit or Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied pro rata to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers Commitments shall be in pro forma compliance with paid on the Payment Conditionseffective date of such termination.

Termination or Reduction of Commitments. (a) The Borrowers mayshall have the right, upon irrevocable not less than five Business Days’ written notice from the Lead Borrower to the Administrative Agent, to terminate the Aggregate CommitmentsCommitments or, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently time, to reduce the Aggregate Commitmentsamount thereof; provided, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any no such notice shall be received by the Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce the Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Loans made on the effective date thereof, the Total Outstandings then outstanding principal amount of the Loans would exceed the Aggregate amount of the Commitments then in effect. Any such reduction shall be in an amount of $10,000,000, or a whole multiple of $5,000,000 in excess thereof, and shall reduce permanently the amount of such Commitments then in effect. (b) Unless an Event of Default has occurred and is continuing, the Borrowers shall have the right, in their sole discretion, to terminate the Commitment of any Lender by giving the Administrative Agent and such Lender a written notice setting forth its election and a termination date (the “Early Commitment Termination Date”), which date shall not be earlier than 30 days after the date on which such notice has been given, except as otherwise provided in subsections 2.14(c), 2.15 and 2.16(f). On the Early Commitment Termination Date, such Lender’s Commitment shall terminate and the Borrowers shall (i) prepay all of such Lender’s outstanding Loans together with interest thereon accrued to such Early Commitment Termination Date and any amounts payable pursuant to subsection 2.17, (ii) pay all Commitment Fees accrued to such Early Commitment Termination Date with respect to such Lender’s Commitment and (iii) pay all amounts then owing to such Lender pursuant to subsections 2.14, 2.16, 2.17 and 9.5 for which demand has been made to the Borrowers prior to such Early Commitment Termination Date. Upon termination of such Lender’s Commitment in accordance with this subsection 2.5(b), such Lender shall cease to be a party hereto subject to the provisions of subsection 8.7. (c) In the event that the Borrowers elect to terminate the Commitment of any Lender pursuant to subsection 2.5(b), the Borrowers shall have the right, in their sole discretion, upon notice to the Administrative Agent, to request one or more Lenders or Purchasing Lenders, or to seek another lender, to acquire, pursuant to subsection 9.6(c), such terminated Commitment and all amounts owing to such Lender in respect of its Loans hereunder; provided, however, that if such terminated Commitments are in the aggregate greater than 15% of the then aggregate Commitments. If, the Borrowers will replace such terminated Lender or Lenders with one or more replacement lenders (which may be a Lender or Lenders) which will acquire on the date of such termination, pursuant to subsection 9.6(c), an amount of such terminated Commitment or Commitments, as applicable, which will result in the then aggregate Commitments, after giving effect to any reduction such acquisition, being at least 85% of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount aggregate Commitments as of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by Closing Date (as the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination same may be applied reduced pursuant to such FILO Tranche(ssubsection 2.5(a), but excluding any reductions pursuant to subsection 2.5(b)). (b) The Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditions.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. , (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. IfAll fees (including, as a result of such termination or reductionwithout limitation, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the commitment fees and Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiFees) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed interest in respect of the Aggregate Commitments or accrued until the Swing Line Sublimit, as applicable, effective date of any termination of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Commitments shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Canadian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Letter of Credit Sublimit Aggregate Tranche B Commitments; and the Tranche C Borrower may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Swing Line SublimitAggregate Tranche C Commitments; provided that (i) any such notice shall be received by the Applicable Agent not later than 11:00 a.m. five 12:00 noon (Central time), on the Business Days Day immediately prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 US$25,000,000 or any whole multiple of $1,000,000 US$5,000,000 in excess thereof, (iii) the Borrowers such Borrower shall not terminate or reduce the such Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments. IfCommitments applicable to such Borrower, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Swing Line Sublimit or the Australian Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06Commitments. Upon any Any reduction of the Aggregate Commitments, Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be reduced by such Lender’s Applicable Percentage paid on the effective date of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditions.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments. If, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit Sublimit or Swing Line Sublimit sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Subject to clause (iv) of the proviso to the first sentence in this Section 2.07, the amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit, Sublimit or the Swing Line Sublimit, or Sublimit unless otherwise specified by the Aggregate Commitments under this Section 2.06Borrower. Upon any Any reduction of the Aggregate Commitments, Revolving Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be reduced by such Lender’s Applicable Percentage paid on the effective date of such reduction amount. If, as a result of such termination or reduction, termination. (ib) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, [Reserved]. (iic) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and [Reserved]. (iiid) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate The aggregate Term A Loan Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata automatically permanently reduced to zero on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as date of the Borrowers Borrowing of Term A Loans. (e) The aggregate Delayed Draw Term A Loan Commitments shall be in pro forma compliance with automatically permanently reduced to zero on the Payment ConditionsDelayed Draw Term A Loan Termination Date. (f) The aggregate Term B Loan Commitments shall be automatically permanently reduced to zero on the date of the Borrowing of Term B Loans.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from by the Lead Borrower Partnership to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. noon five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. If, (B) the Letter of Credit Sublimit if, after giving effect to any reduction thereto, the Outstanding Amount of the Commitments, L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or (C) the Swing Line Sublimit exceeds if, after giving effect thereto and to any concurrent prepayments hereunder, the amount Outstanding Amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by Loans would exceed the amount of such excessSwing Line Sublimit. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, the Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result All fees accrued until the effective date of such any termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. Notwithstanding the foregoing, if any termination of the Aggregate Commitments or the Letter of Credit Sublimit is to be consummated in connection with the closing of another transaction and any required prepayment is anticipated to be made with the proceeds received by the Borrowers from the closing of such other transaction, then the Borrowers may make such termination and prepayment contingent on the closing of such other transaction. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. IfAll fees (including, as a result of such termination or reductionwithout limitation, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the commitment fees, Early Termination Fees, and Letter of Credit SublimitFees) and interest in respect of the Aggregate Commitments accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. (d) In connection with any reduction in the Aggregate Commitments prior to the Maturity Date, the if any Loan Party or any of its Subsidiaries owns any Margin Stock, Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay deliver to the Agent an amount equal to such excessupdated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and (iii) delivered by the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line SublimitBorrowers, as applicable, the Borrowers shall contemporaneously together with such reduction or termination, pay other documentation as the Agent an amount equal shall reasonably request, in order to such excess. Such reductions shall be applied pro rata enable the Agent and the Lenders to comply with any of the Aggregate Commitments; provided thatrequirements under Regulations T, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as U or X of the Borrowers shall be in pro forma compliance with the Payment ConditionsFRB.

Termination or Reduction of Commitments. (a) The Borrowers mayshall have the right, upon irrevocable not less than five Business Days' written notice from the Lead Borrower to the Administrative Agent, to terminate the Aggregate CommitmentsCommitments or, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently time, to reduce the Aggregate Commitmentsamount thereof; provided, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any no such notice shall be received by the Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce the Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Loans made on the effective date thereof, the Total Outstandings then outstanding principal amount of the Loans would exceed the Aggregate amount of the Commitments then in effect. Any such reduction shall be in an amount of $10,000,000, or a whole multiple of $5,000,000 in excess thereof, and shall reduce permanently the amount of such Commitments then in effect. (b) Unless an Event of Default has occurred and is continuing, the Borrowers shall have the right, in their sole discretion, to terminate the Commitment of any Lender by giving the Administrative Agent and such Lender a written notice setting forth its election and a termination date (the "Early Commitment Termination Date"), which date shall not be earlier than 30 days after the date on which such notice has been given, except as otherwise provided in subsections 2.14(c), 2.15 and 2.16(f). On the Early Commitment Termination Date, such ▇▇▇▇▇▇'s Commitment shall terminate and the Borrowers shall (i) prepay all of such ▇▇▇▇▇▇'s outstanding Loans together with interest thereon accrued to such Early Commitment Termination Date and any amounts payable pursuant to subsection 2.17, (ii) pay all Commitment Fees accrued to such Early Commitment Termination Date with respect to such Lender's Commitment and (iii) pay all amounts then owing to such Lender pursuant to subsections 2.14, 2.16, 2.17 and 9.5 for which demand has been made to the Borrowers prior to such Early Commitment Termination Date. Upon termination of such ▇▇▇▇▇▇'s Commitment in accordance with this subsection 2.5(b), such Lender shall cease to be a party hereto subject to the provisions of subsection 8.7. (c) In the event that the Borrowers elect to terminate the Commitment of any Lender pursuant to subsection 2.5(b), the Borrowers shall have the right, in their sole discretion, upon notice to the Administrative Agent, to request one or more Lenders or Purchasing Lenders, or to seek another lender, to acquire, pursuant to subsection 9.6(c), such terminated Commitment and all amounts owing to such Lender in respect of its Loans hereunder; provided, however, that if such terminated Commitments are in the aggregate greater than 15% of the then aggregate Commitments. If, the Borrowers will replace such terminated Lender or Lenders with one or more replacement lenders (which may be a Lender or Lenders) which will acquire on the date of such termination, pursuant to subsection 9.6(c), an amount of such terminated Commitment or Commitments, as applicable, which will result in the then aggregate Commitments, after giving effect to any reduction such acquisition, being at least 85% of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount aggregate Commitments as of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by Closing Date (as the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination same may be applied reduced pursuant to such FILO Tranche(ssubsection 2.5(a), but excluding any reductions pursuant to subsection 2.5(b)). (b) The Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditions.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. , (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. IfAll fees (including, as a result of such termination or reductionwithout limitation, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the commitment fees, and Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiFees) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed interest in respect of the Aggregate Commitments or accrued until the Swing Line Sublimit, as applicable, effective date of any termination of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Commitments shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, or the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three Business Days prior to the date of any such termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 500,000 or any whole multiple of $1,000,000 100,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings Outstanding would exceed the Aggregate Commitments. , and (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. IfAll fees (including, as a result of such termination or reductionwithout limitation, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Commitment Fees, Early Termination Fees, and Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiFees) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed interest in respect of the Aggregate Commitments or accrued until the Swing Line Sublimit, as applicable, effective date of any termination of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Commitments shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. , (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. IfAll fees (including, as a result of such termination or reductionwithout limitation, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the commitment fees, Early Termination Fees, and Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiFees) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed interest in respect of the Aggregate Commitments or accrued until the Swing Line Sublimit, as applicable, effective date of any termination of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Commitments shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers Company may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate CommitmentsCommitments (US), the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line SublimitCommitments (US); provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 10:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Company shall not terminate or reduce the Aggregate Commitments (US) if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings plus the Alternative Currency Reserve (if any) would exceed the Aggregate Commitments. IfCombined Commitments or if the Total Outstandings (excluding the Designated UK Borrower Obligations) plus the Alternative Currency Reserve (if any) would exceed the Aggregate Commitments (US), and (iv) if, after giving effect to any reduction of the CommitmentsAggregate Commitments (US), the Alternative Currency Sublimit, the Letter of Credit Sublimit or the US Swing Line Sublimit exceeds the amount of the Aggregate CommitmentsCommitments (US), such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination The Administrative Agent shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments (US). The amount of any such Aggregate Commitment (US) reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit, Swing Line Sublimit, or Sublimit unless otherwise specified by the Aggregate Commitments under this Section 2.06Company. Upon any Any reduction of the Aggregate Commitments, Commitments (US) shall be applied to the Commitment of each Lender shall be reduced by such Lender’s according to its Applicable Percentage (US). All fees accrued until the effective date of such reduction amount. If, as a result any termination of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions (US) shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers Term Loan Commitments shall automatically and permanently terminate upon funding of the Term Loans on the Closing Date. (b) The Borrower may, upon irrevocable written notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon, New York City time, five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) after giving effect to any partial reduction of the Borrowers Revolving Commitments, the remaining Revolving Commitments shall be greater than or equal to $25,000,000, (iv) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Commitments then in effect or (y) the Total Outstandings would exceed the Aggregate Commitments. If, after giving effect Borrowing Base Amount at such time and (v) the Borrower shall pay any amounts required to be paid under Section 3.05 resulting from any prepayment of Revolving Credit Loans made in connection with such termination or reduction of Commitments; provided further, that any such notice delivered in connection with a termination in full of the Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount due to a refinancing of the Aggregate CommitmentsLoans with the proceeds of such refinancing, may be, if expressly so stated to be, contingent upon the consummation of such Letter of Credit Sublimit or Swing Line Sublimit shall refinancing (any such contingent termination notice being referred to herein as a “Contingent Commitment Termination Notice”) and may be automatically reduced revoked by the amount Borrower in the event such refinancing is not consummated (and the Borrower shall pay any amounts required to be paid under Section 3.05 resulting from any such revocation of such excessnotice). To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06Revolving Commitments. Upon any Any reduction of the Aggregate Commitments, Revolving Commitments shall be applied to the Commitment of each Revolving Lender according to its Applicable Revolving Percentage. All fees in respect of the Revolving Credit Facility accrued until the effective date of any termination of the Revolving Commitments shall be reduced by such Lender’s Applicable Percentage paid on the effective date of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditions.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Total WC Revolver Commitments, the Letter of Credit Sublimit or Total Revolver Commitments and/or the Swing Line Sublimit Total Acquisition Commitments, as the case may be, or from time to time permanently reduce the Aggregate Total WC Revolver Commitments, the Letter of Credit Sublimit or Total Revolver Commitments and/or the Swing Line SublimitTotal Acquisition Commitments, as the case may be; provided that (i) any such notice (which shall specify which Commitment is being reduced and/or terminated) shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction (1) of the Total WC Revolver Commitment shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof; (2) of the Total Revolver Commitment shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (3) the Total Acquisition Commitment shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof; and (iii) the Borrowers shall not terminate or reduce the Aggregate Total WC Revolver Commitments, the Total Revolver Commitments and/or the Total Acquisition Commitments, as the case may be, if, after giving effect thereto and to any concurrent prepayments hereunder, the Total WC Revolver Outstandings, Total Revolver Outstandings or Total Acquisition Outstandings, as the case may be, would exceed the Aggregate Commitments. If, after giving effect to any reduction of the CommitmentsTotal WC Revolver Commitment, the Letter of Credit Sublimit Total Revolver Commitment or the Swing Line Sublimit exceeds the amount of the Aggregate CommitmentsTotal Acquisition Commitment, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excessas applicable. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit SublimitTotal WC Revolver Commitments, Swing Line Sublimitthe Total Revolver Commitments and/or the Total Acquisition Commitments, or as the Aggregate Commitments under this Section 2.06case may be. Upon any Any reduction of the Aggregate Total WC Revolver Commitments, the Total Revolver Commitments and/or the Total Acquisition Commitments, as the case may be, shall be applied to the applicable WC Revolver Commitment, the Acquisition Commitment and the Revolver Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Total WC Revolver Commitments, the Total Revolver Commitments and/or the Total Acquisition Commitments, as the case may be, shall be reduced by such Lender’s Applicable Percentage paid on the effective date of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditions.

Termination or Reduction of Commitments. (a) The Borrowers may, upon not less than five (5) Business Days irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Commitments (without penalty or payment of any kind). (b) In addition, the Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate terminate, in whole or in part, the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce reduce, in whole or in part, the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that provided, that, (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate a minimum amount of $5,000,000 2,500,000 or any whole multiple of $1,000,000 in excess thereofthereof or in such lesser amount equal to the remaining Aggregate Commitments, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. Once Borrowers have requested a reduction in the amount of the Aggregate Commitments, Borrowers shall not request an increase of the Aggregate Commitments pursuant to Section 2.15. (c) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bd) The Administrative Agent will promptly notify the Revolving Loan Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. IfAll fees (including, as a result of such termination or reductionwithout limitation, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the commitment fees, and Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiFees) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed interest in respect of the Aggregate Commitments or accrued until the Swing Line Sublimit, as applicable, effective date of any termination of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Commitments shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. , (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. IfAll fees (including, as a result of such termination or reductionwithout limitation, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Commitment Fees, Early Termination Fees and Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiFees) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed in respect of the Aggregate Commitments or accrued until the Swing Line Sublimit, as applicable, effective date of any termination of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Commitments shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers Company may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. If, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit, the HIL Sublimit, the Designated Borrower Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter Aggregate Commitments. Except as set forth in clause (iv) above, the amount of Credit Sublimit, Swing Line Sublimit, or any such Aggregate Commitment reduction shall not be applied to any Sublimit unless otherwise specified by the Aggregate Commitments under this Section 2.06Company. Upon any Any reduction of the Aggregate Commitments, Commitments shall be applied to the Commitment of each Lender shall be reduced by such Lender’s according to its Applicable Percentage Percentage. All fees accrued until the effective date of such reduction amount. If, as a result any termination of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments shall be paid on the effective date of such termination. Not more than two times per fiscal year, a notice to reduce the Aggregate Commitments hereunder may state that it is conditioned upon the effectiveness of other credit facilities or the Swing Line Sublimit, as applicableincurrence of other Indebtedness, the Borrowers shall contemporaneously with consummation of a particular Disposition or the occurrence of a Change of Control, in which case such reduction or termination, pay notice may be revoked by the Agent an amount equal to such excess. Such reductions shall be applied pro rata applicable Borrower(s) (by notice to the Aggregate Commitments; provided that, Administrative Agent on or prior to the specified commitment reduction date) if a FILO Tranche such condition is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionsnot satisfied.

Termination or Reduction of Commitments. (a) The Borrowers mayParent shall have the right, upon irrevocable not less than three Business Days’ notice from (or shorter notice period approved by the Lead Borrower Administrative Agent) to the Administrative Agent, to terminate the Aggregate Revolving Commitments or the Tranche A Term Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently time, to reduce the Aggregate Commitments, amount of the Letter of Credit Sublimit Revolving Commitments or the Swing Line Sublimit; Tranche A Term Commitments; provided that (i) any no such notice termination or reduction of Revolving Commitments shall be received by the Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce the Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Loans and Swingline Loans made on the effective date thereof, the Total Outstandings Revolving Extensions of Credit would exceed the Aggregate Total Revolving Commitments. IfAny such partial reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the applicable Commitments then in effect. Each reduction of the Revolving Commitments shall be made ratably among the Revolving Lenders in accordance with their respective Revolving Commitments and each reduction of the Tranche A Term Commitments shall be made ratably among the Tranche A Term Lenders in accordance with their respective Tranche A Term Commitment. Notwithstanding the foregoing, the Parent may rescind or postpone any notice of termination of any of the Commitments if such termination would have resulted from a refinancing of all or any portion of any Facility or Facilities, which refinancing shall not be consummated or otherwise shall be delayed. To the extent not previously terminated, all unused Tranche A Term Commitments hereunder shall terminate on the earlier of (i) the Closing Date (after giving effect to any reduction the Loans made on such date) and (ii) 11:59 p.m. (New York City time) on the date that is five Business Days after the Outside Date (as defined in and determined in accordance with the terms of the CommitmentsMerger Agreement as in effect on December 13, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess2021). To the extent there are any FILO Tranches outstanding not previously terminated, all Revolving Commitments shall terminate at 11:59 p.m. (New York City time) on the time of any such reduction or termination date that is five Business Days after the Outside Date (as defined in and determined in accordance with the terms of the Aggregate Commitments under this Section 2.06Merger Agreement as in effect on December 13, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis 2021) unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction Closing Date has occurred on or termination may be applied prior to such FILO Tranche(s)date. (b) The Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditions.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of any such termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. Notwithstanding anything to the contrary contained herein, the Borrowers may rescind any notice of termination or reduction provided pursuant to this Section 2.06(a) if such termination or reduction would have resulted from a refinancing of all of the Loans hereunder, which refinancing shall not have been consummated or shall otherwise have been delayed. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. IfAll fees (including, as a result of such termination or reductionwithout limitation, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Commitment Fees, and Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiFees) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed interest in respect of the Aggregate Commitments or accrued until the Swing Line Sublimit, as applicable, effective date of any termination of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Commitments shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate CommitmentsCommitments (and the Commitment of each Lender shall be reduced on a pro rata basis), the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that provided, that, (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not (A) terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. , (B) terminate or reduce the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) terminate or reduce the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction All fees (including, without limitation, commitment fees, and Letter of Credit Fees) and interest in respect of the Aggregate Commitments, Commitments accrued until the Commitment effective date of each Lender shall be reduced by such Lender’s Applicable Percentage any termination of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers mayEach Borrower shall have --------------------------------------- the right, upon irrevocable not less than three Business Days' notice from the Lead Borrower to the Administrative Agent, to terminate all Commitments with respect to such Borrower. Any termination of all Commitments to a Borrower shall be accompanied by prepayment in full of the Aggregate CommitmentsLoans to such Borrower then outstanding, the Letter and payment of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter such Borrower's Allocation of Credit Sublimit or the Swing Line Sublimit; provided that (i) any accrued Commitment Fees payable by such notice shall be received by the Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, Borrower hereunder and (ii) any other accrued fees, expenses or indemnified liabilities payable by such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments Borrower hereunder, the Total Outstandings would exceed the Aggregate Commitments. If, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the The amount of the Aggregate CommitmentsCommitment shall not be affected by any Borrower's termination. Prior to such termination, such Letter of Credit Sublimit or Swing Line Sublimit the Funds shall be automatically reduced by notify the amount of such excess. To Administrative Agent in writing as to the extent there are any FILO Tranches outstanding at the time of any such reduction or termination Allocations of the Aggregate Commitments under this Section 2.06remaining Borrowers, such reduction or termination shall be applied first to effective as of the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s)termination. (b) The Agent will promptly notify Interest accrued on the Lenders amount of any prepayment relating to such termination and any unpaid Commitment Fee accrued hereunder shall be paid on the date of such termination. (c) Upon the effective date of such termination, the terminating Borrower shall no longer be obligated to pay Commitment Fees hereunder or reduction any share of the Letter of Credit Sublimitany other fees, Swing Line Sublimitexpenses, or indemnified liabilities that may accrue thereafter (except in connection with indemnification obligations with respect to events arising prior to such termination, payment for which is not sought by the Aggregate Commitments under this Section 2.06. Upon any reduction of indemnified party until after such termination), and such payment obligations accruing after the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result date of such termination or reductionshall be allocated among the remaining Borrowers. (d) The Borrowers shall have the right, (i) upon not less than three Business Days' notice to the Outstanding Amount Administrative Agent, to reduce irrevocably the Commitments of L/C Obligations not fully Cash Collateralized hereunder would the Lenders with respect to all Borrowers. Any such reduction shall be accompanied by prepayment in full of any amount by which the Loans exceed the Letter of Credit Sublimitreduced Commitments then outstanding. Prior to such reduction becoming effective, the Borrowers Funds shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) notify the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Administrative Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, in writing as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the Aggregate Commitments; provided thatAllocations of the Borrowers, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long effective as of the Borrowers shall be in pro forma compliance with the Payment Conditionsreduction.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, Commitments or the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, Commitments or the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. , and (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit as so reduced. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. IfAll fees (including, as a result of such termination or reductionwithout limitation, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the commitment fees and Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiFees) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed interest in respect of the Aggregate Commitments or accrued until the Swing Line Sublimit, as applicable, effective date of any termination of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Commitments shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers mayBorrower shall have the right, upon irrevocable not less than one Business Days’ notice from (or three Business Days’ notice if the Lead Borrower related termination or reduction would require a prepayment of Eurocurrency Loans prior to the last day of an Interest Period) to the Administrative Agent, to terminate the Aggregate CommitmentsCommitments or, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently time, to reduce the Aggregate amount of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any no such notice termination or reduction of Commitments shall be received by the Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce the Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Loans made on the effective date thereof, the Total Outstandings Extensions of Credit would exceed the Aggregate Total Commitments. If; provided, further, that no such termination or reduction of Commitments shall be permitted if, after giving effect thereto (and to any reduction terminations or reductions of Foreign Currency Commitments on the Commitmentseffective date thereof pursuant to Section 2.4(b)), the Letter Foreign Currency Commitment of Credit Sublimit or any Lender would exceed the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount Commitment of such excessLender. To the extent there are any FILO Tranches outstanding at the time of any Any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Payment Conditions, Commitments then in which case such reduction or termination may be applied to such FILO Tranche(s)effect. (b) The Agent will promptly notify Borrower shall have the Lenders right, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the Foreign Currency Commitments or, from time to time, to reduce the amount of any the Foreign Currency Commitments; provided that no such termination or reduction of Foreign Currency Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Letter Foreign Currency Loans made on the effective date thereof, the Total Foreign Currency Extensions of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with Total Foreign Currency Commitments. Any such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent be in an amount equal to such excess$1,000,000, or a whole multiple thereof, and (iii) shall reduce permanently the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Foreign Currency Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be then in pro forma compliance with the Payment Conditionseffect.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five two (2) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. , (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. IfAll fees (including, as a result of such termination or reductionwithout limitation, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Commitment Fees and Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiFees) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed interest in respect of the Aggregate Commitments or accrued until the Swing Line Sublimit, as applicable, effective date of any termination of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Commitments shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. If, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments Sublimit or the Swing Line Sublimit, as applicable, . Any reduction of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Commitments shall be applied pro rata to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers Commitments shall be in pro forma compliance with paid on the Payment Conditionseffective date of such termination.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate CommitmentsCommitments and, prior to the Acquisition Increase Date, the Letter of Credit Sublimit or the Swing Line Sublimit Acquisition Increase Amount, or from time to time permanently reduce the Aggregate CommitmentsCommitments and, prior to the Acquisition Increase Date, the Letter of Credit Sublimit or the Swing Line SublimitAcquisition Increase Amount; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three Business Days prior to the date of termination or reduction; provided that, such a notice may state that such notice is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. If, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or such Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06and/or Acquisition Increase Amount. Upon any Any reduction of the Aggregate Commitments, Commitments shall be applied to the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage according to its Pro Rata Share. All commitment fees accrued until the effective date of such reduction amount. If, as a result any termination of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers Company may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Company shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments. If, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit, the HIL Sublimit, the Designated Borrower Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To The Administrative Agent will promptly notify the extent there are any FILO Tranches outstanding at the time Revolving Credit Lenders of any such notice of termination or reduction or of the Aggregate Revolving Commitments. Except as set forth in clause (iv) above, the amount of any such Aggregate Revolving Commitment reduction shall not be applied to any Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Commitments shall be applied to the Commitment of each Lender according to its Applicable Revolving Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments under this Section 2.06, such reduction or termination shall be applied first paid on the effective date of such termination. Not more than two times per fiscal year, a notice to reduce the non-FILO Tranche Aggregate Revolving Commitments hereunder may state that it is conditioned upon the effectiveness of Revolving Loans on other credit facilities or the incurrence of other Indebtedness, the consummation of a pro-rata basis unless particular Disposition or the Borrowers shall be in pro forma compliance with the Payment Conditionsoccurrence of a Change of Control, in which case such reduction or termination notice may be applied to such FILO Tranche(s). revoked by the applicable Borrower(s) (b) The Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata notice to the Aggregate Commitments; provided that, Administrative Agent on or prior to the specified commitment reduction date) if a FILO Tranche such condition is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionsnot satisfied.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable Commitments under any Facility may be terminated or permanently reduced in whole or in part by notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall thereof must be received by the Agent not later than 11:00 a.m. 1:00 p.m. (New York time) at least five (5) Business Days prior to the date of reduction or termination or reduction, (ii) and any such partial reduction or terminations shall be in an aggregate a minimum amount of $5,000,000 or any whole multiple 1,000,000 and integral multiples of $1,000,000 in excess thereof, ; (iiiii) the Borrowers Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments and Cash Collateralization hereunder, the Total Outstandings Outstanding Amount of Revolving Obligations thereunder would exceed the Aggregate Revolving Commitments. If; and (iii) if, after giving effect to any reduction or termination of the Aggregate Revolving Commitments, the Letter of Credit Alternative Currency Sublimit, the L/C Sublimit or the Swing Line Swingline Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit Sublimit or Swing Line Sublimit sublimit shall be automatically reduced by the amount of such excess. To The Administrative Agent will give prompt notice to the extent there are any FILO Tranches outstanding at the time Lenders of any such termination of or reduction in Commitments. Except as provided in clause (iii) above, the amount any reduction of the Aggregate Revolving Commitments shall not be applied to the Alternative Currency Sublimit, the L/C Sublimit or the Swingline Sublimit unless otherwise specified by the Borrower. Any termination or reduction of any Commitments under any Facility shall be applied to the Commitment of each applicable Lender under such Facility according to its Pro Rata Share of such Facility. All commitment or other fees accrued with respect to any Commitment through the effective date of any termination thereof shall be paid on the effective date of such termination. A notice of termination of the Aggregate Commitments under this Section 2.06, such reduction or termination delivered by the Borrower shall be applied first to irrevocable except that such notice may state that it is conditioned upon the non-FILO Tranche effectiveness of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditionsother credit facilities, in which case such reduction or termination notice may be applied to such FILO Tranche(s). revoked by the Borrower (b) The Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata notice to the Aggregate Commitments; provided that, Administrative Agent on or prior to the specified effective date) if a FILO Tranche such condition is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionsnot satisfied.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Revolving Tranche B Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Revolving Tranche B Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) no partial reductions of the Borrowers Revolving Tranche B Sublimit shall be permitted and (iv) the Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. If, (B) the Revolving Tranche B Sublimit if, after giving effect thereto and to any reduction of concurrent prepayments hereunder, the CommitmentsTotal Tranche B Outstandings would exceed the Revolving Tranche B Sublimit, (C) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (D) the Swing Line Sublimit exceeds if, after giving effect thereto and to any concurrent prepayments hereunder, the amount Outstanding Amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by Loans would exceed the amount of such excessSwing Line Sublimit. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result All fees accrued until the effective date of such any termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit at any time or from time to time and without premium or penalty, terminate the Aggregate Commitments or permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Agent not later than 11:00 a.m. five three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. . (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, and (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Committed Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata Notwithstanding anything to the Aggregate Commitments; provided thatcontrary in this Agreement, if a FILO Tranche is outstanding, such reductions may the remaining balance of the Cash Collateral will be applied first returned to such FILO Tranche so long as the Borrowers shall be when all Letters of Credit have been terminated or discharged, all Commitments have been terminated and all Obligations (other than contingent Obligations that by their terms survive the termination of this Agreement) have been paid in pro forma compliance with the Payment Conditionsfull in immediately available funds.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable (except as set forth below) notice from the Lead Borrower to the Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time (without affecting its rights pursuant to Section 2.15) permanently reduce the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided provided, that (i) any such notice shall be received by the Agent not later than 11:00 a.m. five 12:00 p.m. one (1) Business Days Day prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings Revolving Exposure would exceed the Aggregate Revolving Commitments. , (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit; provided, further, that such notice delivered by the Borrower may state that such notice is conditioned on the funding or consummation of any transaction or transactions specified therein (including, without limitation, any sale or disposition of Collateral or the closing of any other financing transaction). (b) If, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Agent will promptly notify the Revolving Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Revolving Commitments under this Section 2.06. Upon any reduction of the Aggregate Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. All fees (including, without limitation, Commitment Fees and Letter of Credit Fees) and interest in respect of the Aggregate Revolving Commitments accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall Borrower shall, contemporaneously with such reduction or termination, Cash Collateralize such excess amount, and (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Revolving Commitments or the Swing Line Sublimit, as applicable, the Borrowers Borrower shall contemporaneously with such reduction or termination, pay the Agent Agent, for the benefit of the Revolving Lenders, an amount equal to such excess. Such reductions shall be applied pro rata to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditions.

Termination or Reduction of Commitments. (a) The Borrowers Domestic Borrower may, upon irrevocable notice from the Lead Domestic Borrower to the Agent, terminate the Aggregate Domestic Total Commitments, the Domestic Swing Line Sublimit or the Domestic Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce in part the Aggregate Domestic Total Commitments, the Domestic Swing Line Sublimit or the Domestic Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reductionreduction (or such later date as the Agent may agree), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Borrowers Domestic Borrower shall not terminate or reduce (A) the Aggregate Domestic Total Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Domestic Total Outstandings would exceed the Aggregate Domestic Total Commitments. , (B) the Domestic Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of Domestic L/C Obligations (other than Domestic L/C Borrowings) not fully Cash Collateralized hereunder would exceed the Domestic Letter of Credit Sublimit, or (C) the Domestic Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans made to the Domestic Borrower hereunder would exceed the Domestic Swing Line Sublimit. (b) The UK Borrower may, upon irrevocable notice from the UK Borrower to the Agent, terminate the UK Total Commitments, the UK Swing Line Sublimit or the UK Letter of Credit Sublimit or from time to time permanently reduce in part the UK Total Commitments, the UK Swing Line Sublimit or the UK Letter of Credit Sublimit; provided that (i) any such notice shall be received by the Agent not later than 11:00 a.m. (London time) five Business Days prior to the date of termination or reduction (or such later date as the Agent may agree), (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $500,000 in excess thereof and (iii) the UK Borrower shall not terminate or reduce (A) the UK Total Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the UK Total Outstandings would exceed the UK Total Commitments, (B) the UK Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of UK L/C Obligations (other than UK L/C Borrowings) not fully Cash Collateralized hereunder would exceed the UK Letter of Credit Sublimit, or (C) the UK Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans made to the UK Borrower hereunder would exceed the UK Swing Line Sublimit. (c) If, after giving effect to any reduction of the Domestic Total Commitments, the Domestic Letter of Credit Sublimit or the Domestic Swing Line Sublimit exceeds the amount of the Aggregate Domestic Total Commitments, such Domestic Letter of Credit Sublimit or Domestic Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bd) If, after giving effect to any reduction of the UK Total Commitments, the UK Letter of Credit Sublimit or the UK Swing Line Sublimit exceeds the amount of the UK Total Commitments, such UK Letter of Credit Sublimit or UK Swing Line Sublimit shall be automatically reduced by the amount of such excess. (e) The Agent will promptly notify the Domestic Lenders or the UK Lenders, as applicable, of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under made pursuant to this Section 2.06. Upon any reduction of the Aggregate Domestic Total Commitments, the Domestic Commitment of each Domestic Lender shall be reduced by such Domestic Lender’s Applicable Percentage of such reduction amount. IfUpon any reduction of the UK Total Commitments, as a result the UK Commitment of each UK Lender shall be reduced by such UK Lender’s Applicable Percentage of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditions.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Dollar Commitments, the Multicurrency Commitments or the Letter of Credit Sublimit or the Swing Line Sublimit Sublimit, or from time to time permanently reduce the Aggregate Dollar Commitments, the Multicurrency Commitments or the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reductionreduction (or such shorter period of time as the Administrative Agent shall reasonably agree), (ii) in the case of a partial reduction, any such notice shall specify the amount of such reduction (if any) to be allocated to the Dollar Commitments, Multicurrency Commitments and/or the Letter of Credit Sublimit hereunder, in each case, (iii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iiiiv) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments Revolving Credit Facility if, immediately after giving effect thereto and to any concurrent prepayments hereunder, (1) the Total Outstandings would exceed the Aggregate Commitments. IfRevolving Credit Facility, after giving effect (2) with respect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Agent will promptly notify the Lenders of any termination or reduction of Dollar Commitments, the Total Dollar Outstandings would exceed the Total Dollar Commitment or (3) with respect to any termination or reduction of Multicurrency Commitments, the Total Multicurrency Outstandings would exceed the Total Multicurrency Commitment, or (B) the Letter of Credit Sublimit, Swing Line Sublimitif, or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitmentsimmediately after giving effect thereto, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of the L/C Obligations (including the Dollar Equivalent of any Multicurrency L/C Obligations outstanding in a Foreign Currency) not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit. The Administrative Agent will promptly notify the applicable Lenders of any such notice of termination or reduction of the Revolving Credit Facility, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line SublimitDollar Commitments, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Multicurrency Commitments or the Swing Line Letter of Credit Sublimit, as applicable, the Borrowers shall contemporaneously with such . Any reduction or termination, pay the Agent an amount equal to such excess. Such reductions of a tranche of Revolving Credit Commitments hereunder shall be applied pro rata to ratably among the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, Lenders holding such reductions may be applied first tranche of Revolving Credit Commitments based on the amount of such Revolving Credit Commitments held by such Lender immediately prior to such FILO Tranche so long as reduction. All fees in respect of the Borrowers Revolving Credit Facility accrued until the effective date of any termination of the Revolving Credit Facility or the Letter of Credit Sublimit shall be in pro forma compliance with paid on the Payment Conditionseffective date of such termination.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five 1:00 p.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. , (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. IfAll fees (including, as a result of such termination or reductionwithout limitation, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the commitment fees, and Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiFees) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed interest in respect of the Aggregate Commitments or accrued until the Swing Line Sublimit, as applicable, effective date of any termination of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Commitments shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers mayBorrower shall have the right, upon irrevocable notice from the Lead Borrower to the Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five A.M., New York City time, one Business Days Day prior to the date of termination or reduction, to terminate the Aggregate Tranche 1 Commitments or, from time to time, to reduce the amount of the Aggregate Tranche 1 Commitments; provided that (iii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and shall reduce permanently the Tranche 1 Commitments then in effect and (iiiii) in the Borrowers shall not terminate case of termination of Tranche 1 Commitments, a notice of termination may state that such notice is conditional upon the consummation of an acquisition or reduce sale transaction or upon the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, effectiveness of other credit facilities or the Total Outstandings would exceed the Aggregate Commitments. If, after giving effect to any reduction receipt of the Commitments, proceeds from the Letter issuance of Credit Sublimit other Indebtedness or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditionsother transactions, in which case such reduction or notice of termination may be applied to such FILO Tranche(s). (b) revoked by the Borrower. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06Tranche 1 Commitments. Upon any Any reduction of the Aggregate Commitments, Tranche 1 Commitments shall be applied to the Tranche 1 Commitment of each Tranche 1 Lender according to its Applicable Tranche 1 Percentage. All fees accrued until the effective date of any termination of the Aggregate Tranche 1 Commitments shall be reduced by such Lender’s Applicable Percentage paid on the effective date of such reduction amount. Iftermination. (b) The Borrower shall have the right, as a result upon notice to the Administrative Agent not later than 11:00 A.M., New York City time, one Business Day prior to the date of such termination or reduction, to terminate the Aggregate Tranche 2 Commitments or, from time to time, to reduce the Aggregate Tranche 2 Commitments; provided that (i) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, and shall reduce permanently the Tranche 2 Commitments then in effect and (ii) in the case of termination of Tranche 2 Commitments, a notice of termination may state that such notice is conditional 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 other transactions, in which case such notice of termination may be revoked by the Borrower. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Tranche 2 Commitments. Any reduction of the Aggregate Tranche 2 Commitments shall be applied to the Tranche 2 Commitment of each Tranche 2 Lender according to its Applicable Tranche 2 Percentage. All fees accrued until the effective date of any termination of the Aggregate Tranche 2 Commitments shall be paid on the effective date of such termination. (c) To the extent not previously terminated, all unused Commitments hereunder shall terminate on the earlier of (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed Closing Date (after giving effect to the Letter of Credit Sublimit, the Borrowers shall contemporaneously with Loans made on such reduction or termination, Cash Collateralize such excess amount, date) and (ii) the Swing Line Loans hereunder would exceed Expiration Date (provided the Swing Line Sublimit, Closing Date shall not have occurred on such date). The Borrower shall provide the Borrowers shall contemporaneously with such Administrative Agent prompt written notice of any commitment reduction or termination, pay the Agent an amount equal pursuant to such excess, and clause (iiiii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionshereof.

Termination or Reduction of Commitments. (a) The Subject to the payment of any Early Termination Fee required under the Fee Letter, the Borrowers may, upon irrevocable notice from the Lead Borrower to the Agent, terminate the Aggregate Commitments, Commitments or the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, Commitments or the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) any such notice may provide that it is conditioned upon the consummation of a refinancing of the Obligations, in which case, such notice may be revoked or extended by the Lead Borrower if any such refinancing shall not be consummated or shall otherwise be delayed prior to the date provided in such notice of termination or reduction of the Aggregate Commitments or Letters of Credit Sublimit, (iv) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. , or (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.062.05. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. IfAll fees (including, as a result of such termination or reductionwithout limitation, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the commitment fees, Early Termination Fees, and Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiFees) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed interest in respect of the Aggregate Commitments or accrued until the Swing Line Sublimit, as applicable, effective date of any termination of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Commitments shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. If, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Committed Loan Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter Aggregate Commitments. Any reduction of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06shall be applied to the Commitment of each Lender according to its Applicable Percentage. Upon All fees accrued until the effective date of any reduction termination of the Aggregate Commitments shall be paid on the effective date of such termination. Notwithstanding the termination of the Aggregate Commitments, this Agreement shall not terminate, and the Commitment obligations of the Borrowers under this Agreement shall continue, until all Letters of Credit have expired, been replaced or been terminated and each Lender shall Unreimbursed Amount and all interest, fees and other amounts payable hereunder have been paid in full. (b) In the event that the Borrower or any of its Subsidiaries issues or incurs any Debt Securities, the Committed Loan Sublimit shall, concurrently with each such issuance or incurrence, be automatically reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to fifty percent (50%) of the face amount of such excessDebt Securities until the amount of the Committed Loan Sublimit is equal to $750,000,000. For the avoidance of doubt, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with no such reduction shall occur if the Committed Loan Sublimit does not exceed $750,000,000 at the time of any such issuance or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionsincurrence of Debt Securities.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. If, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit L/C Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit L/C Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To In the extent there are any FILO Tranches outstanding at the time case of any such reduction or termination of notice to terminate the Aggregate Commitments under this Section 2.06which is made in connection with a proposed refinancing in full of the Obligations, such reduction or termination Borrower shall be applied first permitted to make such termination contingent upon the non-FILO Tranche consummation of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The refinancing. Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06Commitments. Upon any Any reduction of the Aggregate Commitments, Commitments pursuant to this Section 2.06(a) shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be reduced by such Lender’s Applicable Percentage paid on the effective date of such reduction amount. Iftermination. (b) Borrower shall immediately pay to the Administrative Agent for ratable application to the Total Outstandings, as a result 100% of the Net Cash Proceeds received by Borrower or any of its Subsidiaries from any Disposition of the type contemplated by Section 7.05(i), provided that no such prepayment shall be required to the extent that the terms of any Indebtedness which is secured by the Property which is the subject of the Disposition requires the prepayment of such termination or reductionIndebtedness. (c) Each prepayment pursuant to Section 2.06(b) shall result in a concurrent, automatic and irrevocable reduction in the Aggregate Commitments, provided that if (i) Borrower provides the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit SublimitAdministrative Agent, the Borrowers shall contemporaneously prior to or concurrently with such reduction Disposition, with a certificate stating that the proceeds thereof are specifically dedicated for reinvestment in other real property, equipment or terminationother fixed assets for use in the business of the Borrower and its Subsidiaries within a twelve month period following the date of such Disposition, Cash Collateralize such excess amount, and (ii) a Subsidiary of the Swing Line Loans hereunder would exceed Borrower thereafter reinvests such proceeds in real property, equipment or other fixed assets which are identified in writing to the Swing Line SublimitAdministrative Agent within six months of the date of such certificate, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed then the Aggregate Commitments or shall not be so reduced unless such reinvestment is not made within twelve months of the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with date of such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionscertificate.

Termination or Reduction of Commitments. (a) The Borrowers Company may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. If, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit, the Swing Line Sublimit or the Swing Line Designated Borrower Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line the applicable Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit SublimitSublimit or the Designated Borrower Sublimit unless otherwise specified by the Company. The Company may from time to time, Swing Line Sublimitupon not less than three Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), reduce the Designated Borrower Sublimit by $50,000,000 or any whole multiple thereof, without any corresponding reduction in the Aggregate Commitments; provided that such reduction shall only be permitted if, after giving effect thereto, the outstanding Loans payable by the Designated Borrowers do not exceed the Designated Borrower Sublimit as so reduced. Any reduction of the Aggregate Commitments under shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. Notwithstanding anything to the contrary contained in this Section 2.06. Upon Agreement, any reduction such notice of the termination of all of the Aggregate Commitments, may state that it is conditioned upon the Commitment occurrence or non-occurrence of each Lender shall any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be reduced revoked by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, the Company (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata by written notice to the Aggregate Commitments; provided that, Administrative Agent on or prior to the specified effective date) if a FILO Tranche such condition is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionsnot satisfied.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower Company to the Administrative Agent, terminate the Aggregate Tranche A Commitments, the Letter of Credit Sublimit or the Swing Line Swingline Sublimit or from time to time permanently reduce the Aggregate Tranche A Commitments, the Letter of Credit Sublimit or the Swing Line Swingline Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Tranche A Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings total Exposure of the Tranche A Lenders would exceed the Aggregate Tranche A Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the L/C Exposure not fully cash collateralized in accordance with Section 2.06(j) hereunder would exceed the Letter of Credit Sublimit, and (C) the Swingline Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the outstanding principal amount of Swingline Loans hereunder would exceed the Swingline Sublimit. In the event that the Tranche A Commitments are terminated in their entirety, the Tranche A-1 Commitments shall thereupon also be automatically terminated without any further action of the Loan Parties. (b) If, after giving effect to any reduction of the Aggregate Tranche A Commitments, the Letter of Credit Sublimit or the Swing Line Swingline Sublimit exceeds the amount of the Aggregate Tranche A Commitments, such Letter of Credit Sublimit or Swing Line Swingline Sublimit shall be automatically reduced by the amount of such excess. To . (c) The Borrowers may terminate the extent Aggregate Tranche A-1 Commitments in whole or in part, upon irrevocable notice from the Company to the Administrative Agent, if (i) at the time of such termination, (A) there are no outstanding Tranche A Loans and (B) Excess Availability is not less than twenty percent (20%) of the Tranche A Borrowing Base, and (ii) the Borrowers have demonstrated to the reasonable satisfaction of the Administrative Agent that Excess Availability, as projected on a pro-forma basis for the twelve (12) months following such payment, will be equal to or greater than twenty percent (20%) of the Tranche A Borrowing Base provided that any FILO Tranches outstanding such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction. Each such reduction shall be in the principal amount of $5,000,000 or any integral multiple thereof. The Borrowers shall pay to the Administrative Agent for application as provided herein (i) at the effective time of any such termination (but not any partial reduction), all Unused Fees accrued on the Aggregate Tranche A-1 Commitments so terminated, and (ii) at the effective time of any such reduction or termination of termination, any amount by which the Tranche A-1 Credit Extensions to the Borrowers outstanding on such date exceed the amount to which the Aggregate Tranche A-1 Commitments under this Section 2.06, are to be reduced effective on such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s)date. (bd) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line the Swingline Sublimit, the Aggregate Tranche A Commitments or the Aggregate Tranche A-1 Commitments under this Section 2.062.09. Upon any reduction of the Aggregate Tranche A Commitments, the Tranche A Commitment of each Tranche A Lender shall be reduced by such Tranche A Lender’s 's Tranche A Applicable Percentage of such reduction amount. IfUpon any reduction of the Aggregate Tranche A-1 Commitments, the Tranche A-1 Commitment of each Tranche A-1 Lender shall be reduced by such Tranche A-1 Lender's Tranche A-1 Applicable Percentage of such reduction amount. All fees (including, without limitation, Unused Fees and Letter of Credit Fees) in respect of the Aggregate Revolving Commitments, as a result applicable, accrued until the effective date of any termination of such Commitments shall be paid on the effective date of such termination. (e) Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reductionreduction of the Commitments shall be permanent. (f) On the Effective Date and the funding of the Term Loan, the Term Commitments of the Term Lenders terminated. (g) On the Restatement Effective Date and the funding of the Term A-2 Loan, the Term A-2 Commitments of the Term A-2 Lenders shall be terminated. (h) To the extent that any Real Estate which constitutes a Principal Property on the Effective Date is reasonably determined by the Administrative Agent to no longer constitute a Principal Property, at the Company's election, the Term Loan may be decreased by an amount equal to the Appraised Value of such Real Estate; provided that (i) the Outstanding Amount Aggregate Tranche A Commitments are increased by a corresponding amount (in which event the Tranche A Commitment of L/C Obligations not fully Cash Collateralized hereunder would exceed each Tranche A Lender shall be automatically be increased by an amount equal to its Tranche A Applicable Percentage of such increase in the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, Aggregate Tranche A Commitments) and (ii) the Swing Line Loans hereunder would exceed Mortgages and other Loan Documents are amended in form reasonably satisfactory to the Swing Line SublimitAdministrative Agent (A) to provide that such Real Estate secures all Obligations and (B) as may otherwise be reasonably required by the Administrative Agent to reflect that such Real Estate is no longer a Principal Property. Any increase in the Aggregate Tranche A Commitments under this Section 2.09(h) shall in no way impair the rights of the Borrowers under Section 2.02 hereof. (i) To the extent that any Real Estate owned on the Effective Date which has been determined not to constitute a Principal Property on the Effective Date but is reasonably determined by the Administrative Agent after the Effective Date to have constituted a Principal Property on the Effective Date, at the Company's election, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent Term Loan may be increased by an amount equal to the Appraised Value of such excess, and Real Estate; provided that (iiii) the Revolving Loans or Tranche A Commitments are decreased by a corresponding amount (in which event the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers Tranche A Commitment of each Tranche A Lender shall contemporaneously with such reduction or termination, pay the Agent be automatically be reduced by an amount equal to its Tranche A Applicable Percentage of such excess. Such reductions shall be applied pro rata decrease in the Aggregate Tranche A Commitments), and (ii) the Mortgages and other Loan Documents are amended in form reasonably satisfactory to the Aggregate Commitments; provided that, if Administrative Agent (A) to provide that such Real Estate secures only the Term Loans and (B) as may otherwise be reasonably required by the Administrative Agent to reflect that such Real Estate is a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment ConditionsPrincipal Property.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (A) thirty (30) days prior to the date of any termination of the Aggregate Commitments and (B) five (5) Business Days prior to the date of termination any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or reductionthe Swing Line Sublimit, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. , (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. IfAll fees (including, as a result of such termination or reductionwithout limitation, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Commitment Fees, Early Termination Fees and Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiFees) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed interest in respect of the Aggregate Commitments or accrued until the Swing Line Sublimit, as applicable, effective date of any termination of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Commitments shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate aggregate Revolving Credit Commitments and/or the aggregate Refinancing Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate aggregate Revolving Credit Commitments and/or the aggregate Refinancing Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three Business Days prior to the date of such termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce the Aggregate aggregate Revolving Credit Commitments or the Refinancing Revolving Credit Commitments, as applicable, if, after giving effect thereto and to any concurrent prepayments hereunder, (A) in the case of any termination or reduction of Revolving Credit Commitments, the Total Revolving Outstandings would exceed the Aggregate aggregate Revolving Credit Commitments and/or (B) in the case of any termination or reduction of Refinancing Revolving Credit Commitments. If, the Total Refinancing Revolving Outstandings would exceed the aggregate Refinancing Revolving Credit Commitments, and (iv) ) in the case of any termination or reduction of Revolving Credit Commitments, if, after giving effect to any reduction of the aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate aggregate Revolving Credit Commitments, such Letter of Credit Sublimit or Swing Line Sublimit sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter aggregate Revolving Credit Commitments and/or the aggregate Refinancing Revolving Credit Commitments. All fees accrued until the effective date of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any reduction termination of the Aggregate aggregate Revolving Credit Commitments and/or the aggregate Refinancing Revolving Credit Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers termination. (b) The Term B Commitment of each Term B Lender shall be in pro forma compliance with automatically and permanently reduced to $0 upon the Payment Conditionsmaking of such Term B Lender’s Term Loans pursuant to Section 2.01(b). The Revolving Credit Commitments shall terminate on the Maturity Date therefor. The Extended Revolving Credit Commitments, any Additional Revolving Credit Commitments and any Refinancing Revolving Credit Commitments shall terminate on the respective maturity dates applicable thereto.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (ia) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (iib) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000, or any whole multiple of $1,000,000 in excess thereof, (iiic) the Borrowers Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (i) the Total Outstandings would exceed the Aggregate Commitments or (ii) the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit after giving effect to such proposed reduction of the Aggregate Commitments. If, and (d) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter Aggregate Commitments. Any reduction of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments shall be applied pro rata between the Existing Tranche and the Extended Tranche and shall be applied to the Commitment of each Lender according to its Applicable Percentage; provided, however, that the Borrower may elect to terminate or reduce the Commitments under this Section 2.06the Existing Tranche without terminating or reducing the Commitments under the Extended Tranche, in which case, such reduction of Commitments shall be applied to the Commitment of each Existing Tranche Lender according to the percentage of the Commitments under the Existing Tranche represented by such Existing Tranche Lender’s Commitment at such time. Upon All fees accrued until the effective date of any reduction termination of the Aggregate Commitments shall be paid on the effective date of such termination of the Aggregate Commitments, and all fees accrued with respect to the Commitment Existing Tranche until the effective date of each Lender any termination of the Commitments under the Existing Tranche shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result paid on the effective date of such termination or reduction, (i) of the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed Commitments under the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment ConditionsExisting Tranche.

Termination or Reduction of Commitments. Upon at least ten (a10) The Borrowers mayBusiness Days’ prior written notice to the Administrative Agent, upon irrevocable notice from the Lead Borrower may at any time in whole permanently terminate the Total Commitments. In addition, upon at least five (5) Business Days’ prior written notice to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from Lead Borrower may at any time to time in part permanently reduce the Aggregate Total Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any . Each such notice shall be received by the Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate the principal amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) 5,000,000; provided that the Borrowers shall not terminate or reduce (A) the Aggregate Total Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings Credit Extensions outstanding would exceed the Aggregate Total Commitments, (B) the sublimit for Letters of Credit set forth in Section 2.1(a)(ii) if, after giving effect thereto, the Letter of Credit Oustandings not fully cash collateralized hereunder would exceed such sublimit, and (C) the sublimit for Swingline Loans set forth in Section 2.6(a) hereof if, after giving effect thereto, and to any concurrent payments hereunder, the outstanding amount of Swingline Loans hereunder would exceed such sublimit. If, after giving effect to any reduction of the Total Commitments, the Letter sublimit for Letters of Credit Sublimit set forth in Section 2.1(a)(ii) hereof or the Swing Line Sublimit sublimit for Swingline Loans set forth in Section 2.6(a) hereof exceeds the amount of the Aggregate Total Commitments, such Letter of Credit Sublimit or Swing Line Sublimit sublimits shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, Each such reduction or termination shall (i) be applied first ratably to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall and (ii) be reduced by such Lender’s Applicable Percentage irrevocable when given. At the effective time of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with each such reduction or termination, Cash Collateralize such excess amountthe Borrowers shall pay to the Administrative Agent for application as provided herein (i) all Commitment Fees accrued on the amount of the Total Commitments so terminated or reduced through the date thereof, (ii) any amount by which the Swing Line Loans hereunder would Credit Extensions outstanding on such date exceed the Swing Line Sublimitamount to which the Total Commitments are to be reduced effective on such date, in each case pro rata based on the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excessprepaid, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the Aggregate Commitments; provided thatany Breakage Costs, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionsapplicable.

Termination or Reduction of Commitments. (a) The Borrowers Company may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. If, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit, the Swing Line Sublimit or the Swing Line Designated Borrower Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit the applicable sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit SublimitSublimit or the Designated Borrower Sublimit unless otherwise specified by the Company. The Company may from time to time, Swing Line Sublimitupon not less than three Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), reduce the Designated Borrower Sublimit by $50,000,000 or any whole multiple thereof, without any corresponding reduction in the Aggregate Commitments; provided that such reduction shall only be permitted if, after giving effect thereto, the outstanding Loans payable by the Designated Borrowers do not exceed the Designated Borrower Sublimit as so reduced. Any reduction of the Aggregate Commitments under shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. Notwithstanding anything to the contrary contained in this Section 2.06. Upon Agreement, any reduction such notice of the termination of all of the Aggregate Commitments, may state that it is conditioned upon the Commitment occurrence or non-occurrence of each Lender shall any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be reduced revoked by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, the Company (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata by written notice to the Aggregate Commitments; provided that, Administrative Agent on or prior to the specified effective date) if a FILO Tranche such condition is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionsnot satisfied.

Termination or Reduction of Commitments. (a) The Borrowers mayBorrower shall have the right, upon irrevocable notice from the Lead Borrower delivered to the Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not no later than 11:00 a.m. five 1:00 P.M., New York City time, at least three Business Days prior to the proposed date of termination or reduction, (ii) to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments of any Class; provided that no such termination or reduction shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans or Swingline Loans made on the effective date thereof, the Revolving Extensions of Credit under such Class of Revolving Commitments of any Revolving Lender would exceed such Revolving Lender’s Revolving Commitment of such Class. Any such partial reduction shall be in an aggregate amount of equal to $5,000,000 10,000,000, or any a whole multiple of $1,000,000 in excess thereof, (iii) shall reduce permanently the Borrowers Revolving Commitments then in effect and shall not terminate or be applied to reduce the Aggregate Revolving Commitments ifof any Class as the Borrower may designate, after giving effect thereto and to but in any concurrent prepayments hereunderevent, in the Total Outstandings would exceed case of Revolving Commitments with the Aggregate Commitments. Ifsame Revolving Termination Date, after giving effect to any reduction of on a pro rata basis among such Revolving Commitments based on the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the respective amount of such excessRevolving Commitments of each Revolving Lender. To Each notice delivered by the extent there are any FILO Tranches outstanding at Borrower pursuant to this Section shall be irrevocable, provided that such notice may state that it is conditioned upon the time effectiveness of any such reduction or termination of the Aggregate Commitments other credit facilities (including under this Section 2.06Agreement) or incurrence of other Indebtedness, such reduction the consummation of a particular Disposition, the occurrence of a change of control or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditionsother event), in which case such reduction or termination notice may be applied revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such FILO Tranche(s)condition is not satisfied. (b) The Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Term A-4 Commitment of each Lender shall be reduced by will terminate on the Amendment No. 1 Effective Date immediately upon the funding of such Lender’s Applicable Percentage Term A-4 Loan thereunder. (c) The Term B-1 Commitment of each Lender will terminate on the Amendment No. 1 Effective Date immediately upon the funding of such reduction amountLender’s Term B-1 Loan thereunder. (d) The Term B-2 Commitment of each Lender will terminate on the Amendment No. If, as a result 1 Effective Date immediately upon the funding of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment ConditionsLender’s Term B-2 Loan thereunder.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Dollar Commitments, the Multicurrency Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit Delayed Draw Term Loan Commitment, or from time to time permanently reduce the Aggregate Dollar Commitments, the Multicurrency Commitments, the Letter of Credit Sublimit or the Swing Line SublimitDelayed Draw Term Loan Commitment; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reductionreduction (or such shorter period of time as the Administrative Agent shall reasonably agree), (ii) in the case of a partial reduction, any such notice shall specify the amount of such reduction (if any) to be allocated to the Dollar Commitments, Multicurrency Commitments, the Letter of Credit Sublimit and/or the Delayed Draw Term Loan Commitment hereunder, in each case, (iii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereofthereof (or in the case of any Foreign Currency, as set forth on the Administrative Schedule), and (iiiiv) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments Revolving Credit Facility if, immediately after giving effect thereto and to any concurrent prepayments hereunder, (1) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments. IfRevolving Credit Facility, after giving effect (2) with respect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Agent will promptly notify the Lenders of any termination or reduction of Dollar Commitments, the Total Dollar Outstandings would exceed the Total Dollar Commitment or (3) with respect to any termination or reduction of Multicurrency Commitments, the Total Multicurrency Outstandings would exceed the Total Multicurrency Commitment, or (B) the Letter of Credit Sublimit, Swing Line Sublimitif, or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitmentsimmediately after giving effect thereto, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of the L/C Obligations (including the Dollar Equivalent of any Multicurrency L/C Obligations outstanding in a Foreign Currency) not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit. The Administrative Agent will promptly notify the applicable Lenders of any such notice of termination or reduction of the Revolving Credit Facility, the Borrowers Dollar Commitments, the Multicurrency Commitments, the Letter of Credit Sublimit or the Delayed Draw Term Loan Commitments, as applicable. Any reduction of a tranche of Commitments hereunder shall contemporaneously be applied ratably among the Lenders holding such tranche of Commitments based on the amount of such Commitments held by such Lender immediately prior to such reduction. All fees in respect of the Revolving Credit Facility or the Delayed Draw Term Loan Commitments accrued until the effective date of any termination of the Revolving Credit Facility, the Delayed Draw Term Loan Commitments or the Letter of Credit Sublimit shall be paid on the effective date of such termination. The Refinancing Term Loan Commitments shall be reduced to zero immediately after the funding thereof on the Closing Date, except with such reduction or terminationrespect to a Defaulting Lender, Cash Collateralize such excess if any (to the extent of any applicable unfunded amount, ). The Delayed Draw Term Loan Commitment shall be reduced to zero upon the earlier of (i) the occurrence of the Expiration Date and (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimitexcept with respect to a Defaulting Lender, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and if any (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the Aggregate Commitments; provided thatextent of any applicable unfunded amount), if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as immediately after the Borrowers shall be in pro forma compliance with funding thereof on the Payment ConditionsTanzanite Closing Date.

Termination or Reduction of Commitments. (a) The Borrowers mayCompany shall have the right, upon irrevocable not less than three Business Days' notice from the Lead Borrower to the Administrative Agent, to terminate the Aggregate Commitments364-Day Revolving Commitments or Three-Year Revolving Commitments or, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently time, to reduce the Aggregate amount of the 364-Day Revolving Commitments or Three-Year Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (ia) any no such notice termination or reduction of 364-Day Revolving Commitments shall be received by the Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce the Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the 364-Day Revolving Loans made on the effective date thereof, the Total Outstandings 364-Day Revolving Extensions of Credit would exceed the Aggregate Commitments. IfTotal 364-Day Revolving Commitments and (b) no such termination or reduction of Three-Year Revolving Commitments shall be permitted if, after giving effect thereto and to any reduction prepayments of the CommitmentsThree-Year Revolving Loans, Swingline Loans and Foreign Currency Loans made on the effective date thereof, the Letter Total Three-Year Revolving Extensions of Credit Sublimit or would exceed the Swing Line Sublimit exceeds the amount of the Aggregate Total Three-Year Revolving Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any Any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with an amount equal to $10,000,000, or a whole multiple thereof, and shall reduce permanently the Payment Conditions364-Day Revolving Commitments and the Three-Year Revolving Commitments, as the case may be, then in which case such reduction or termination may be applied to such FILO Tranche(s)effect. (b) The Agent will promptly notify If on any date the Lenders of Company or any termination Restricted Subsidiary shall receive Net Cash Proceeds from any Disposition pursuant to Section 7.5(f) (unless a Reinvestment Notice shall be delivered in respect thereof) or Section 7.5(g) (unless such Disposition occurs within 180 days after the Closing Date), then such Net Cash Proceeds shall be applied on such date toward the permanent reduction of the Letter of Credit SublimitThree-Year Revolving Commitments; provided, Swing Line Sublimitthat, or notwithstanding the Aggregate Commitments under this Section 2.06. Upon any foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the permanent reduction of the Aggregate Three-Year Revolving Commitments, . Any such reduction of the Commitment of each Lender Three-Year Revolving Commitments shall be reduced accompanied by such Lender’s Applicable Percentage prepayment of the Three-Year Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Three-Year Revolving Extensions of Credit exceed the amount of the Total Three-Year Revolving Commitments as so reduced, provided that if the aggregate principal amount of Three-Year Revolving Loans and Swingline Loans then outstanding is less than the amount of such reduction amount. If, as a result of such termination or reduction, excess (i) the Outstanding Amount of because L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimitconstitute a portion thereof), the Borrowers shall contemporaneously with such reduction or terminationCompany shall, Cash Collateralize such excess amount, (ii) to the Swing Line Loans hereunder would exceed extent of the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to balance of such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent replace outstanding Letters of Credit and/or deposit an amount equal to such excess. Such reductions shall be applied pro rata in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment ConditionsAdministrative Agent.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. If, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter Aggregate Commitments. Any reduction of Credit Sublimitthe Aggregate Commitments shall be applied to the Commitment of each Lender according to its Pro Rata Share. All commitment fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. (b) In addition to any reduction in the Aggregate Commitments pursuant to Section 2.06(a) above, the Aggregate Commitments shall be permanently reduced on the dates and in the amounts set forth below; provided that no such commitment reduction shall be required after the Aggregate Commitments have reached $35,000,000 or less: Any such reduction of the Aggregate Commitments shall be applied to each Lender’s Commitment according to its Pro Rata Revolving Share of such reduction. If at the time of any such reduction the aggregate Outstanding Amounts of the Loans, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any reduction of Loans and L/C Obligations exceeds the Aggregate Commitments, the Commitment of each Lender Borrower shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as make a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent prepayment in an amount equal to such excess. (c) Commencing with the fiscal year ending December 31, 2004, in addition to any reduction in the Aggregate Commitments pursuant to Section 2.06(a) above, and each reduction of the Aggregate Commitments required by Section 2.06(b) above, on the date financial statements of the Borrower and its Subsidiaries are required to be delivered pursuant to Section 6.01(a) (iiior, if earlier, the date such financial statements are delivered), the Aggregate Commitments shall be reduced by an amount equal to 50% of Excess Cash Flow for the fiscal year covered by, and as determined from, such financial statements and reported in the related Compliance Certificate for such fiscal year up to a maximum amount of $2,500,000 per year; provided, however, that no commitment reductions pursuant to Section 2.06(b) or arising from Excess Cash Flow shall be required after the Aggregate Commitments have reached $35,000,000 or less. Any such reduction of the Aggregate Commitments shall be applied to each Lender’s Commitment according to its Pro Rata Revolving Loans or Share of such reduction. If at the time of any such reduction the aggregate Outstanding Amounts of the Loans, Swing Line Loans hereunder would exceed and L/C Obligations exceeds the Aggregate Commitments or the Swing Line Sublimit, as applicableCommitments, the Borrowers Borrower shall contemporaneously with such reduction or termination, pay the Agent make a prepayment in an amount equal to such excess. Such reductions shall be applied pro rata to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditions.

Termination or Reduction of Commitments. (a) Termination or Reduction of Revolving Credit Commitments, Revolving L/C Sublimit and Term L/C Issuer Commitments. The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Payment Agent, terminate the Aggregate Commitments, unused portion of the Letter of Revolving Credit Sublimit Commitments or the Swing Line Sublimit Revolving L/C Sublimit, or from time to time permanently reduce a portion of the Aggregate Commitments, unused portion of the Letter of Revolving Credit Sublimit Commitments or the Swing Line Revolving L/C Sublimit; provided that (i) any such notice shall be received by the Payment Agent not later than 11:00 a.m. five 12:00 noon (eastern time) three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an a minimum aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce the Aggregate unused portion of the Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings Outstanding Amount of Revolving Credit Loans and Revolving L/C Obligations would exceed the Aggregate Commitmentsaggregate Revolving Credit Commitments or if the Revolving L/C Sublimit would exceed the aggregate Revolving Credit Commitments and (iv) the Borrower shall not terminate or reduce the unused portion of the Revolving L/C Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of the Revolving L/C Obligations would exceed the Revolving L/C Sublimit. If, If after giving effect to any reduction or termination of unused Revolving Credit Commitments under this Section 2.05, the Revolving L/C Sublimit exceeds the aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Revolving L/C Sublimit shall be automatically reduced by the amount of such excess. To The Borrower may, upon notice to the extent there are any FILO Tranches outstanding at Payment Agent, terminate the unused portion of the Term L/C Issuer Commitments, or from time to time permanently reduce a portion of the unused portion of the Term L/C Issuer Commitments; provided that (i) any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination notice shall be applied first received by the Payment Agent not later than 12:00 noon (eastern time) three Business Days prior to the non-FILO Tranche date of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers any such partial reduction shall contemporaneously with such reduction be in a minimum aggregate amount of $5,000,000 or termination, pay the Agent an amount equal to such excess, any whole multiple of $1,000,000 in excess thereof and (iii) the Revolving Loans Borrower shall not terminate or reduce the Swing Line Loans hereunder Term L/C Issuer Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Term L/C Facility Obligations would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionsaggregate Term L/C Issuer Commitment.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower Company to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit, the Financial Letter of Credit Sublimit or the Swing Line Sublimit Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit, the Financial Letter of Credit Sublimit or the Swing Line Sublimit; provided that (ia) any such notice shall be received by the Administrative Agent not later than 11:00 9:00 a.m. five Business Days prior to the date of termination or reduction, (iib) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iiic) the Borrowers shall not terminate or reduce (i) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. If, (ii) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (iii) the Financial Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Financial Letter of Credit Sublimit, or (iv) the Swing Line Sublimit if, after giving effect thereto and 70290124_9 to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit, and (d) if, after giving effect to any termination or reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Financial Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06Commitments. Upon any Any reduction of the Aggregate Commitments, Commitments shall be applied to the Commitment of each Lender shall be reduced by such Lender’s according to its Applicable Percentage Percentage. All fees accrued until the effective date of such reduction amount. If, as a result any termination of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata paid on the effective date of such termination. Any notice of termination or reduction given pursuant to this Section 2.06 may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Aggregate Commitments; provided that, Administrative Agent if a FILO Tranche such other financing is outstanding, such reductions may be applied first to such FILO Tranche so long as not consummated on the Borrowers shall be in pro forma compliance with the Payment Conditionsanticipated date.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that provided, that, (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. , (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. IfAll fees (including, as a result of such termination or reductionwithout limitation, (ithe commitment fee payable pursuant to Section 2.09(a) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the hereof and Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiFees) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed interest in respect of the Aggregate Commitments or accrued until the Swing Line Sublimit, as applicable, effective date of any termination of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Commitments shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers Company may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Tranche 1 Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Tranche 1 Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Company shall not terminate or reduce the Aggregate Tranche 1 Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Tranche 1 Outstandings would exceed the Aggregate Tranche 1 Commitments. If, (iv) if, after giving effect to any reduction of the Aggregate Tranche 1 Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Tranche 1 Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To ; provided that any such reduction in the extent there are any FILO Tranches outstanding at Sublimit shall be allocated between the time Letter of any Credit Sublimit, the Swing Line Dollar Sublimit and the Swing Line Euro Sublimit as directed by the Company and, in the absence of such direction, pro rata among the Swing Line Dollar Sublimit, the Swing Line Euro Sublimit and the Letter of Credit Sublimit, (v) no such reduction or termination of the Aggregate Commitments under this Section 2.06, such any Tranche hereunder shall be permitted unless a reduction or termination shall be applied first to is made simultaneously under the other Tranche on a pro rata basis, and (vi) any such notice may state that it is conditioned upon the occurrence or non-FILO Tranche occurrence of Revolving Loans on a pro-rata basis unless any event specified therein (including the Borrowers shall be in pro forma compliance with the Payment Conditionseffectiveness of other credit facilities), in which case such reduction or termination notice may be applied revoked by the Company (by written notice to the Administrative Agent on or prior to the specified effective date) if such FILO Tranche(s). (b) condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Tranche 1 Commitments. The amount of any such Aggregate Tranche 1 Commitment reduction shall not be applied to the Letter of Credit Sublimit, Sublimit or the Swing Line Sublimit, or Sublimit unless otherwise specified by the Aggregate Commitments under this Section 2.06Company. Upon any Any reduction of the Aggregate Commitments, Tranche 1 Commitments shall be applied to the Tranche 1 Commitment of each Tranche 1 Lender according to its Applicable Tranche 1 Percentage (other than a reduction pursuant to Section 2.14(f)). All fees accrued until the effective date of any termination of the Aggregate Tranche 1 Commitments shall be reduced by such Lender’s Applicable Percentage paid on the effective date of such reduction amount. Iftermination. (b) The Company may, as a result of such termination upon notice to the Administrative Agent, terminate the Aggregate Tranche 2 Commitments, or reduction, from time to time permanently reduce the Aggregate Tranche 2 Commitments; provided that (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with any such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions notice shall be applied pro rata to received by the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditions.Administrative Agent not later than 11:00 a.m. 56

Termination or Reduction of Commitments. (a) The Borrowers mayBorrower shall have the right, upon irrevocable not less than three Business Days’ notice from the Lead Borrower to the Revolving Administrative Agent, to terminate the Aggregate CommitmentsRevolving Credit Commitments or, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently time, to reduce the Aggregate aggregate amount of the Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any no such notice termination or reduction of Revolving Credit Commitments shall be received by the Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce the Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Credit Loans and Swing Line Loans made on the effective date thereof, the Total Outstandings Revolving Extensions of Credit would exceed the Aggregate Total Revolving Credit Commitments. 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 Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any Any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Payment Conditions, Revolving Credit Commitments then in which case such reduction or termination may be applied to such FILO Tranche(s)effect. (b) The Agent will promptly notify Borrower shall have the Lenders right, upon not less than three Business Days’ notice to the Revolving Administrative Agent, to terminate the Funded Letter of any Credit Commitments or, from time to time, to reduce the aggregate amount of the Funded Letter of Credit Commitments; provided that no such termination or reduction of the Funded Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage permitted if, after giving effect thereto the Total Funded Letter of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder Credit Exposure would exceed the Total Funded Letter of Credit Sublimit, the Borrowers shall contemporaneously with Commitments. Any such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent be in an amount equal to such excess$1,000,000, or a whole multiple thereof, and (iii) shall reduce permanently the Funded Letter of Credit Commitments then in effect. If the Funded Letter of Credit Commitments are reduced as provided in this Section 2.10(b), then the Revolving Loans Administrative Agent will return all amounts in the Credit Linked Deposit Account in excess of the Total Funded Letter of Credit Commitments (after giving effect to such reduction) to the Funded L/C Participants, ratably in accordance with their Funded Letter of Credit Percentages. (c) The Borrower shall have the right, upon not less than three Business Days’ notice to the Administrative Agent, to terminate any unfunded portion of the Tranche B Term Loan Commitments or, from time to time, to reduce the aggregate amount of the Tranche B Term Loan Commitments. Any such termination or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers reduction shall contemporaneously with such reduction or termination, pay the Agent be in an amount equal to such excess. Such reductions $5,000,000, or a whole multiple thereof, and shall be applied pro rata to reduce permanently the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be B Term Loan Commitments then in pro forma compliance with the Payment Conditionseffect.