Common use of Termination or Reduction of Commitments Clause in Contracts

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (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 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; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. 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 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.

Termination or Reduction of Commitments. The Borrower may, upon notice 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 1:00 p.m. three noon five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)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 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; provided that , (B) the Borrower may terminate the Aggregate Commitments if all Loans have been paid in fullLetter of Credit Sublimit if, after giving effect thereto, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable Outstanding Amount of L/C Issuer(sObligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or (C) forthe Swing Line Sublimit if, all outstanding Letters after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Credit, and there are no outstanding L/C BorrowingsSwing Line Loans would exceed the Swing Line Sublimit. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, the Swing Line Sublimit or the Aggregate CommitmentsCommitments under this Section 2.06. Any Upon any reduction of the Aggregate Commitments shall be applied to Commitments, the Commitment of each Lender according to its shall be reduced by such Lender’s Applicable PercentagePercentage of such reduction amount. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower may, upon Upon at least ten (10) Business Days’ prior written notice to the Administrative Agent, the Lead Borrower may at any time in whole permanently terminate the Aggregate Total Commitments. In addition, or from upon at least five (5) Business Days’ prior written notice to the Administrative Agent, the Lead Borrower may at any time to time in part permanently reduce the Aggregate Total Commitments; provided that (i) any . Each such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (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, and (iii) 5,000,000; provided that the Borrower 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; provided that , (B) the Borrower may terminate the Aggregate Commitments if all Loans have been paid sublimit for Letters of Credit set forth in fullSection 2.1(a)(ii) if, after giving effect thereto, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters Letter of CreditCredit Outstandings not fully cash collateralized hereunder would exceed such sublimit, and there are no (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 L/C Borrowingsamount of Swingline Loans hereunder would exceed such sublimit. The Administrative Agent will promptly notify the Lenders of If, after giving effect to any such notice of termination or reduction of the Aggregate Total Commitments. Any reduction , the sublimit for Letters of Credit set forth in Section 2.1(a)(ii) hereof or the sublimit for Swingline Loans set forth in Section 2.6(a) hereof exceeds the amount of the Aggregate Commitments Total Commitments, such sublimits shall be automatically reduced by the amount of such excess. Each such reduction or termination shall (i) be applied ratably to the Commitment of each Lender according to its Applicable Percentageand (ii) be irrevocable when given. All fees accrued until At the effective date time of any termination each such reduction or termination, the Borrowers shall pay to the Administrative Agent for application as provided herein (i) all Commitment Fees accrued on the amount of the Aggregate Total Commitments shall so terminated or reduced through the date thereof, (ii) any amount by which the Credit Extensions outstanding on such date exceed the amount to which the Total Commitments are to be paid reduced effective on such date, in each case pro rata based on the effective date of such terminationamount prepaid, and (iii) any Breakage Costs, if applicable.

Termination or Reduction of Commitments. The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall will be received by the Administrative Agent not later than 1:00 p.m. three 10:00 a.m. five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall will 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 Borrower shall Company will 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; provided that , unless the Borrower may terminate Total Outstandings consist solely of the Outstanding Amount of L/C Obligations and the Company has concurrently Cash Collateralized the Outstanding Amount of L/C Obligations, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit will be automatically reduced by the amount of such excess. A notice of termination of the Aggregate Commitments if all Loans have been paid delivered by the Company pursuant to this Section 2.07 may state that such notice is conditioned on the effectiveness of other credit facilities or the availability of a source of funds for the prepayment in fullfull of the Obligations under this Agreement, in which case, such notice may be revoked by the Borrower has Cash Collateralized, or provided other support acceptable Company (by notice to the applicable L/C Issuer(sAdministrative Agent on or prior to the specified effective date) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsif such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Except as otherwise set forth above, the amount of any such Aggregate Commitment reduction will not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Commitments shall will 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 will be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate CommitmentsCommitments in whole or in part; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. noon three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)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, and (iii) the 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; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. 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 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. A notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, 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. (b) The Borrower shall have the right, at any time, upon at least three Business Days’ notice to a Defaulting Lender (with a copy to the Administrative Agent), to terminate in whole such Defaulting Lender’s Commitment under this Section 2.04

Termination or Reduction of Commitments. (a) The Borrower Representative may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 12:00 p.m. three five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)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 Borrower Representative 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; provided that the Borrower may terminate , (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullCommitments, the Borrower has Cash CollateralizedLetter of Credit Sublimit exceeds the amount of the Aggregate Commitments, or provided other support acceptable to such Letter of Credit Sublimit shall be automatically reduced by the applicable L/C Issuer(s) for, all outstanding Letters amount of Creditsuch excess, and there are no outstanding L/C Borrowings(v) if, after giving effect to any reduction of the Aggregate Commitments, the Blackwater Sublimit exceeds the amount of the Aggregate Commitments, such Blackwater Sublimit shall be automatically reduced by the amount of such excess. 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 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, provided that a notice of termination of the Aggregate Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) The Blackwater Borrower may, upon notice from the Borrower Representative to the Administrative Agent, terminate the Blackwater Sublimit, or from time to time permanently reduce the Blackwater Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 p.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 Blackwater Borrower shall not terminate or reduce the Blackwater Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Blackwater Outstandings would exceed the Blackwater Sublimit, and (iv) if the Blackwater Sublimit is reduced to zero, the Blackwater Borrower shall cease to be a Borrower hereunder. A termination of the Blackwater Sublimit pursuant to this Section 2.05(b) shall not, in and of itself, result in a reduction of the Aggregate Commitments. The Lenders authorize the Administrative Agent to enter into all amendments and modifications to this Agreement that are reasonably required to appropriately effect any termination of the Blackwater Sublimit pursuant to this Section 2.05(b) and the removal of the Blackwater Borrower as a Borrower in connection therewith.

Termination or Reduction of Commitments. The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or such shorter period as the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments Administrative Agent may be received on the date of terminationagree in its sole discretion), (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 Borrower 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; provided that the Borrower may terminate , and (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullRevolving Commitments, the Borrower has Cash CollateralizedLetter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, or provided other support acceptable to such sublimit shall be automatically reduced by the applicable L/C Issuer(s) for, all outstanding Letters amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. If such notice from the Company described above in this paragraph is given in connection with a full or partial refinancing of the Revolving Commitments, such 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 date of the effectiveness of such termination) if such condition is not satisfied. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Letter of Credit 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 Percentage, to the Letter of Credit Commitments in accordance with the Applicable L/C Percentages and to the Swing Line Commitments in accordance with the Applicable Swing Line Percentages. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)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 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; provided that the Borrower may terminate , and (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullCommitments, the Borrower has Cash CollateralizedLetter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters Letter of Credit, and there are no outstanding L/C BorrowingsCredit Sublimit shall be automatically reduced by the amount of such excess. 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 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. A notice of Commitment reduction delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or instruments of Indebtedness or the occurrence of any other specified event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (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 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; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. 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 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.

Termination or Reduction of Commitments. All unused Commercial Banks Facility Commitments, if any, shall be automatically and permanently terminated on the last day of the Availability Period. (a) Upon any payment or prepayment of the Commercial Bank Loans pursuant to Section 3.01 (Repayment of Commercial Bank Loan Borrowings), Section 3.08 (Optional Prepayment) or Section 3.09 (Mandatory Prepayment), the Aggregate Commercial Banks Facility Commitment and the Aggregate Tranche Commitments of Tranches paid or prepaid shall be automatically and permanently reduced (pro rata across all Tranches and pro rata within each Tranche) in an amount equal to such payment or prepayment. (b) The Borrower mayshall have the right to permanently terminate in whole, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or and from time to time to permanently reduce in part, the Aggregate Tranche Commitments with respect to all Tranches pro rata with respect to the then outstanding Commercial Banks Facility Commitments of all Tranches (in a minimum amount of ten million Dollars ($10,000,000)), in accordance with Section 3.3 (Voluntary Cancellation of Secured Debt) of the Common Terms Agreement. (c) The Borrower shall have the right to permanently terminate the Commercial Banks Facility Commitments of Non-Consenting Lenders in accordance with Section 4.04(d) (Obligation to Mitigate). (d) All unused Commercial Banks Facility Commitments; provided that (i) any such notice , if any, shall be received by terminated upon the Administrative Agent not later than 1:00 p.m. three Business Days prior occurrence of an Event of Default if required pursuant to Section 8.02 (Acceleration Upon Bankruptcy) or Section 8.03 (Acceleration Upon Other Event of Default) in accordance with the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (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 terms thereof, and (iii) the 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; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. 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 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.

Termination or Reduction of Commitments. (a) The Borrower mayInitial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate upon the Commitment Termination Date and any Incremental Loan Commitments shall terminate as provided in the related Incremental Assumption Agreement. The Revolving Credit Commitment of each Revolving Credit Lender shall automatically terminate on the Maturity Date for the applicable Class of Revolving Credit Commitments; provided that (x) the foregoing shall not release any Revolving Credit Lender from any liability it may have for its failure to fund Revolving Credit Loans, upon L/C Advances or participations in Swing Line Loans that were required to be funded by it on or prior to such Maturity Date and (y) the foregoing will not release any Revolving Credit Lender from any obligation to fund its portion of L/C Advances or participations in Swing Line Loans with respect to Letters of Credit issued or Swing Line Loans made prior to such Maturity Date. (b) Upon at least three Business Days’ prior written or fax notice to the Administrative Agent, terminate the Aggregate CommitmentsBorrower may at any time in whole permanently terminate, or from time to time in part permanently reduce reduce, the Aggregate Commitments; provided provided, however, that (i) any such notice each partial reduction of the Commitments shall be received in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder in its reasonable discretion) and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (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 Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunderreduction of the Commitments, the Total Outstandings would exceed Letter of Credit Sublimit or the Aggregate Swing Line Sublimit exceeds the amount of the Participating Revolving Credit Commitments; , such sublimit shall be automatically reduced by the amount of such excess. Except as provided that in the Borrower may terminate the Aggregate Commitments if all Loans have been paid in fullimmediately preceding sentence, the Borrower has Cash Collateralized, or provided other support acceptable amount of any such Revolving Credit Commitment reduction shall not be applied to the applicable L/C Issuer(s) for, all outstanding Letters Letter of Credit, and there are no outstanding L/C BorrowingsCredit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. The Administrative Agent will promptly notify the Lenders of any Any such notice of termination or reduction pursuant to this Section 2.09(b) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the Aggregate Commitments. Any effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (c) Each reduction of in the Aggregate Commitments hereunder shall be applied to made ratably among 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 terminationLenders in accordance with their respective applicable Commitments.

Termination or Reduction of Commitments. The Parent Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 12:00 p.m. three five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)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 Parent 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; provided that the Borrower may terminate , and (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullCommitments, the Borrower has Cash CollateralizedLetter of Credit Sublimit or the Swing Line Sublimit, exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or provided other support acceptable to the applicable L/C Issuer(s) forSwing Line Sublimit, all outstanding Letters as the case may be, shall be automatically reduced by the amount of Credit, and there are no outstanding L/C Borrowingssuch excess. 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 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, provided that a notice of termination of the Aggregate Commitments delivered by the Parent Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Parent Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)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 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; provided that the Borrower may terminate , and (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullCommitments, the Borrower has Cash CollateralizedLetter of Credit Sublimit exceeds the amount of the Aggregate Commitments, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters Letter of Credit, and there are no outstanding L/C BorrowingsCredit Sublimit shall be automatically reduced by the amount of any such excess. 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 Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate 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 Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. three (3) Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be (A) in the case of the Term Loans, in an aggregate amount of $5,000,000 1,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof, and (B) in the case of the Revolving Loans, in an aggregate amount of $100,000 or any whole multiple of $50,000 in excess thereof; and (iii) the Borrower shall may not terminate or reduce the Aggregate Revolving Loan Commitments if, after giving effect thereto and unless the Issuing Bank is satisfied that sufficient funds will be available to permit repayment of Drawings under any concurrent prepayments hereunder, Letter of Credit outstanding as of the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters date of Credit, and there are no outstanding L/C Borrowingstermination. The Administrative Agent will promptly notify the applicable Lenders of any such notice of termination or reduction of any of the Aggregate Commitments. Any reduction of the Aggregate Term Loan Commitments shall be applied to made ratably among the Commitment of each Lender according to its Applicable PercentageTerm Loan Lenders in accordance with their respective Class A Commitments and Class B Commitments. 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) If the initial Borrowing of Term Loans have not been borrowed on or before December 31, 2004, the Administrative Agent (acting at the direction of the Required Lenders) may, by written notice to the Borrower, terminate the Commitments of the Lenders with respect to each of the Loans, which termination shall become effective immediately. (c) Any termination or reduction of any of the Commitments shall be permanent.

Termination or Reduction of Commitments. (a) The Borrower mayshall have the right, upon notice delivered to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not no later than 1:00 p.m. P.M., New York City time, at least three Business Days prior to the proposed date of termination or reduction, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction (except that if no shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans are outstanding hereunder and no Letters or Swingline Loans made on the effective date thereof, the Revolving Extensions of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any Revolving Lender would exceed such partial Revolving Lender’s Revolving Commitment. Any such 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, shall reduce permanently the Revolving Commitments then in effect and (iii) the 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; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. 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 reduce the Commitment Revolving Commitments of the Revolving Lenders as the Borrower may designate, but in any event, in the case of Revolving Commitments with the same Revolving Termination Date, on a pro rata basis among such Revolving Commitments based on the respective amount of such Revolving Commitments of each Lender according Revolving Lender. Each notice delivered by the Borrower pursuant to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments this Section shall be paid irrevocable, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities (including under this Agreement) or incurrence of other Indebtedness, the consummation of a particular Disposition, the occurrence of a change of control or other event), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of date) if such terminationcondition is not satisfied. (b) [Reserved].

Termination or Reduction of Commitments. (a) The Borrower mayInitial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate upon the Commitment Termination Date and any Incremental Loan Commitments shall terminate as provided in the related Incremental Assumption Agreement. The Revolving Credit Commitment of each Revolving Credit Lender shall automatically terminate on the Maturity Date for the applicable Class of Revolving Credit Commitments; provided that (x) the foregoing shall not release any Revolving Credit Lender from any liability it may have for its failure to fund Revolving Credit Loans, upon L/C Advances or participations in Swing Line Loans that were required to be funded by it on or prior to such Maturity Date and (y) the foregoing will not release any Revolving Credit Lender from any obligation to fund its portion of L/C Advances or participations in Swing Line Loans with respect to Letters of Credit issued or Swing Line Loans made prior to such Maturity Date. (b) Upon at least three Business Days’ prior written or fax notice to the Administrative Agent, terminate the Aggregate CommitmentsBorrower may at any time in whole permanently terminate, or from time to time in part permanently reduce reduce, the Aggregate Commitmentsunused Commitments of any Class; provided provided, however, that (i) any such notice each partial reduction of the Commitments shall be received in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder in its reasonable discretion) and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (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 Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunderreduction of the Commitments, the Total Outstandings would exceed Letter of Credit Sublimit or the Aggregate Swing Line Sublimit exceeds the amount of the Participating Revolving Credit Commitments; , such sublimit shall be automatically reduced by the amount of such excess. Except as provided that in the Borrower may terminate the Aggregate Commitments if all Loans have been paid in fullimmediately preceding sentence, the Borrower has Cash Collateralized, or provided other support acceptable amount of any such Revolving Credit Commitment reduction shall not be applied to the applicable L/C Issuer(s) for, all outstanding Letters Letter of Credit, and there are no outstanding L/C BorrowingsCredit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. The Administrative Agent will promptly notify the Lenders of any Any such notice of termination or reduction pursuant to this Section 2.09(b) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the Aggregate Commitments. Any effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (or the Borrower may delay the date of prepayment identified therein to a later date reasonably acceptable to the Administrative Agent (in each case by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied or the satisfaction of such condition is delayed. (c) EachUpon any reduction of the Aggregate in theof unused Commitments hereunder shall be applied to made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, the Commitment of each Lender according to its Applicable Percentageof such Class shall be reduced on a pro rata basis (determined on the basis of the aggregate Commitments under such Class) (other than the termination of the Commitment of any Lender as provided in Section 2.21). All Any commitment fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Dollar Revolving Commitments, the Limited Currency Revolving Commitments, the Multicurrency Revolving Commitments, the 2020-1 Incremental Revolving Commitments or the Delayed Draw Term A Commitments (ratably among Dollar Revolving Commitments, the Limited Currency Revolving Commitments, the Multicurrency Revolving Commitments, the 2020-1 Incremental Revolving Commitments and the Delayed Draw Term A Commitments, as applicable) hereunder may be permanently reduced in whole or in part by notice from the Parent Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall thereof must be received by the Administrative Agent not later than 1:00 p.m. three 12:00 noon (New York time) at least five (5) Business Days prior to the date of reduction or termination and any such reduction or reduction (except that if no Loans are outstanding hereunder terminations shall be in a minimum amount of $1.0 million and no Letters integral multiples of Credit are issued $1.0 million in excess thereof; and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall the Commitments may not be in reduced to an aggregate amount less than the Outstanding Amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the 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; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all Loan Obligations then outstanding Letters of Credit, and there are no outstanding L/C Borrowingsthereunder. The Administrative Agent will promptly notify give prompt notice to the Lenders of any such notice of termination or reduction of the Aggregate in Commitments. Any reduction of the Aggregate any Commitments shall be applied to the Commitment of each applicable Lender according to its Applicable PercentagePro Rata Share. All commitment or other fees accrued until with respect to any Commitment through the effective date of any termination of the Aggregate Commitments thereof shall be paid on the effective date of such termination. A notice of termination of the Commitments delivered by the Parent Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Parent Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Termination or Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitmentsmay at any time terminate, or from time to time permanently reduce reduce, the Aggregate Commitments; provided that (i) any such notice the amount of each reduction of the Commitments shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole integral multiple of $1,000,000 in excess thereof, and not less than $2,000,000 and (iiiii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunderprepayment of Revolving Loans pursuant to Section 2.09, the Total Outstandings total Revolving Exposures would exceed the Aggregate total Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under Section 2.07(b) at least three Business Days before the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly after it receives any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section will be irrevocable; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice terminating the Revolving Commitments may state that it is conditioned on the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or before the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Commitments will be permanent and will be made ratably among the Lenders in accordance with their respective Commitments. Any reduction of the Aggregate 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 Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)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 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, 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 Letter of Credit Sublimit or such Swing Line Sublimit shall be automatically reduced by the amount of such excess; provided further that, a notice of termination of the Aggregate Revolving Commitments 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, subject to Section 3.05, by the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable (by notice to the applicable L/C Issuer(sAdministrative Agent on or prior to the specified effective date) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsif such condition is not satisfied. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable PercentagePro Rata Share. All commitment fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. (b) The Borrower may (unless otherwise provided in the applicable Incremental Term Loan Agreement), upon notice to the Administrative Agent, terminate any unused Incremental Term Commitments provided pursuant to the applicable Incremental Term Loan Agreement, or from time to time permanently reduce any unused Incremental Term Commitments provided pursuant to the applicable Incremental Term Loan Agreement in an integral multiple of $1,000,000 (or as may otherwise be provided in the respective Incremental Term Loan Agreement); provided, that each such reduction shall apply proportionately to permanently reduce the unused Incremental Term Commitments of the applicable Incremental Term Lenders provided pursuant to the applicable Incremental Term Loan Agreement; provided further that, a notice of termination of any unused Incremental Term Commitments 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, subject to Section 3.05, by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify the applicable Incremental Term Lenders of any such notice of termination or reduction of the unused Incremental Term Commitments.

Termination or Reduction of Commitments. The Borrower Company may, at its discretion, upon written notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of at least $1,000,000 in excess thereofor, if less, the entire Aggregate Commitments and (iii) the Borrower 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. The Borrower will be required to pay the Makewhole Fee, applicable amounts under Sections 3.01 and 3.05 and other amounts applicable for the terminated portion of the Facility; provided that a Makewhole Fee will not be payable in the event that Borrower may exercises the right to terminate or reduce the Facility described in this Section 2.04 following the assertion of claims for additional amounts under Sections 3.01 and 3.04 that exceed an amount equal to 0.10% per annum times the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C BorrowingsCommitments. 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 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.

Termination or Reduction of Commitments. The Revolving Commitments and the Term Loan Commitments hereunder may be permanently reduced in whole or in part by notice from the Borrower may, upon notice to the Administrative Agent; provided, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall thereof must be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. at least - (5) Business Days prior to the date of reduction or termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate a minimum principal amount of Ten Million Dollars ($5,000,000 or any whole multiple 10,000,000) and integral multiples of One Million Dollars ($1,000,000 1,000,000) in excess thereof, ; (ii) the Revolving Commitments may not be reduced to an amount less than the Revolving Obligations then outstanding; and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunderreduction of the Revolving Commitments, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) forCommitted Amount, all outstanding Letters or the Swing Line Committed Amount exceeds the amount of Creditthe Revolving Commitments, and there are no outstanding L/C Borrowingssuch sublimit or committed amount shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify shall give prompt notice to the Revolving Lenders or the Term Loan Lenders, as applicable, of any such notice reduction in the Revolving Commitments or the Term Loan Commitments. The amount of termination or any Aggregate Revolving Commitment reduction of shall not be applied to the Aggregate CommitmentsL/C Committed Amount unless otherwise specified by the Borrower. Any reduction of the Aggregate Revolving Commitments or the Term Loan Commitments shall be applied to the respective Revolving Commitment or Term Loan Commitment of each such Lender according to its Applicable PercentageRevolving Commitment Percentage or Term Loan Commitment Percentage thereof, as applicable. All commitment or other fees accrued until the effective date of any termination of the Aggregate Revolving Commitments or the Term Loan Commitments, as the case may be, shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower Borrowers may, upon notice to the Administrative Agent, terminate the Aggregate CommitmentsCommitments and this Agreement, or from time to time permanently reduce the Aggregate CommitmentsCommitments under this Agreement; provided that (ia) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)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, and (iiic) the Borrower 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; provided and provided, further, that the Borrower may terminate a notice of termination or reduction of the Aggregate Commitments if all Loans have been paid under this Section 2.05 may state that such notice is conditioned upon the occurrence of one or more events specified therein, in full, which case such notice may be revoked by the Borrower has Cash Collateralized, or provided other support acceptable Borrowers (by notice to the applicable L/C Issuer(sAdministrative Agent on or prior to the specified effective date) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsif such condition is not satisfied. 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 pursuant to this Section 2.05 shall be applied to the Commitment of each Lender according to its Applicable PercentagePro Rata Share; provided that, during 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 2.05 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, but shall not increase any Lender’s Commitment) before applying any remaining reduction to the unused Commitments of all Lenders in accordance with their Pro Rata Shares. 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 the termination of the Aggregate Commitments, this Agreement shall not terminate, and the obligations of the Borrowers under this Agreement shall continue, until all Letters of Credit have expired, been replaced or been terminated and each Unreimbursed Amount and all interest, fees and other amounts payable hereunder have been paid in full.

Termination or Reduction of Commitments. The Borrower may, upon (a) Upon at least two (2) Business Days’ prior written notice to the Administrative Agent, terminate the Aggregate CommitmentsLead Borrower may, at any time, in whole permanently terminate, or from time to time in part permanently reduce reduce, the Aggregate Commitments; provided that (i) any such the notice shall can be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination consummation of this Agreement, any notice terminating other events and revoked by the Aggregate Commitments may be received on Lead Borrower if the date of termination), (ii) any condition is not satisfied. Each such partial reduction shall be in an aggregate the principal amount of $5,000,000 or any whole integral multiple thereof. Each such reduction or termination shall (i) be applied ratably to the Commitments of $1,000,000 each Lender and (ii) be irrevocable (except as provided in excess thereofthe proviso to the immediately preceding sentence) at the effective time of any such termination or reduction. 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 earned and unpaid fees under the Fee Letter and all Unused Fees accrued on the Commitments so terminated, and (iii) at the Borrower shall not terminate effective time of any such reduction or reduce the Aggregate Commitments iftermination, after giving effect thereto and to any concurrent prepayments hereunder, amount by which the Total Outstandings would on such date exceed the Aggregate Commitments; provided that amount to which the Borrower may terminate Commitments are to be reduced effective on such date. (b) Upon the Aggregate Commitments if all Loans have been paid in fullTermination Date, the Borrower has Cash CollateralizedCommitments of the Lenders and the credit facility provided hereunder shall be terminated in full and the Borrowers shall pay, or provided other support acceptable to the applicable L/C Issuer(s) forin full and in cash, all outstanding Letters of Credit, Revolving Credit Loans and there all other outstanding Obligations (other than contingent indemnification obligations for which no claim has been made and Other Liabilities that are no outstanding L/C Borrowings. The Administrative Agent will promptly notify permitted by the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied providers thereof to remain outstanding) then owing by them 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 terminationLenders.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters in the case of Credit are issued and outstanding hereunder or the effectiveness any reductions to be made in June of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination2009), (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 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; provided that the Borrower may terminate , and (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullRevolving Commitments, the Borrower has Cash CollateralizedLetter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, or provided other support acceptable to such Sublimit shall be automatically reduced by the applicable L/C Issuer(s) for, all outstanding Letters amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable PercentagePro Rata Share. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. (b) Following the occurrence of a Change of Control, the Required Lenders may in their sole and absolute discretion elect, during the sixty day period immediately subsequent to the later of (a) such occurrence and (b) the earlier of (i) receipt of the Borrower’s written notice to the Administrative Agent of such occurrence and (ii) if no such notice has been received by the Administrative Agent, the date upon which the Administrative Agent and the Lenders have actual knowledge thereof, to terminate all of the Commitments. In any such case the Commitments shall be terminated effective on the date which is sixty days subsequent to the date of written notice from the Administrative Agent to the Borrower thereof, and (i) to the extent that any Loans are then outstanding, the same shall be immediately due and payable, and (ii) to the extent that any Letters of Credit are then outstanding, Borrower shall provide cash collateral for the same. (c) The Class B Commitments of the Designated Extending Lenders shall be permanently reduced by an amount equal to 50% of the amount of all Gross Bond Proceeds as herein set forth. The reductions to the Class B Commitments of the Designated Extended Lenders shall be made ratably, based upon such Lenders’ total Class A Commitments as of the date of such reduction. If the Class B Commitments of any Designated Extending Lender shall be reduced to zero, any Commitment reduction to which it would otherwise be entitled shall be shared ratably among the other Designated Extending Lenders; provided that after all Class B Commitments of the Designated Extending Lenders have been permanently retired, the Class A Commitments of the Designated Extending Lenders shall thereupon be ratably reduced until the aggregate amount thereof shall have been reduced to $1.5 billion, and once the aggregate Class A Commitments have been reduced to $1.5 billion, no further reductions to the Commitments will be necessary.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments, in whole or in part; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 12:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such termination or reduction shall be made on a pro rata basis, (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 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; provided that the Borrower may terminate , and (v) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullCommitments, the Borrower has Cash CollateralizedLetter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, or provided other support acceptable to such Sublimit shall be automatically reduced by the applicable L/C Issuer(s) for, all outstanding Letters amount of Credit, and there are no outstanding L/C Borrowingssuch excess. 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 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. A notice of termination of the Aggregate Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities or other financing transactions, 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 that the refinancing condition has not been met and the termination is to be revoked.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Lead Administrative AgentAgent (which notice may be conditioned on the occurrence or non-occurrence of any event; provided that the Borrower shall compensate and hold harmless any Lender from any loss, cost or expense incurred by such Lender in accordance with Section 3.05 as a result of the failure to terminate the Aggregate Commitments), terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Lead Administrative Agent not later than 1:00 p.m. 12:00 noon three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder reduction, or such later time as the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments Lead Administrative Agent may be received on the date of termination)agree in its reasonable discretion, (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 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; provided that the Borrower may terminate , and (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullCommitments, the Borrower has Cash CollateralizedLetter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, or provided other support acceptable to such sublimit shall be automatically reduced by the applicable L/C Issuer(s) for, all outstanding Letters amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Lead 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 Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate 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 Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Revolving Credit Commitments shall be automatically and permanently terminated at 5:00 p.m., New York City time, on the Revolving Credit Termination Date. (b) The Borrower mayshall have the right, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the Aggregate CommitmentsRevolving Credit Commitments or any Incremental Revolving Loan Amounts or, or from time to time permanently time, to reduce the Aggregate Commitments; amount thereof, provided that (i) any no such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of with respect to Revolving Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (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 Borrower shall not terminate or reduce the Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Swingline Loans and the Revolving Credit Loans made on the effective date thereof, the Total Outstandings Revolving Extensions of Credit would exceed the Aggregate Commitments; provided that Revolving Credit Commitments then in effect and (ii) no such termination or reduction of with respect to any Incremental Revolving Loan Amount shall result in the Borrower aggregate outstanding principal amount of the related Incremental Revolving Loans being greater than such Incremental Revolving Loan Amount as so reduced or terminated. Any reduction pursuant to this subsection 2.7(b) shall be in an amount equal to $1,000,000, or a whole multiple of $100,000 in excess thereof, and shall reduce permanently the Revolving Credit Commitments or the applicable Incremental Revolving Loan Amount then in effect, as the case may terminate the Aggregate Commitments if all Loans have been paid in fullbe. Upon receipt of any notice pursuant to this subsection 2.7(b), the Borrower has Cash CollateralizedAdministrative Agent shall promptly notify each Revolving Credit Lender, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Crediteach affected Incremental Lender, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders Swingline Lender, as applicable, of any such the contents thereof. (c) Each notice of termination or reduction of delivered by the Aggregate Commitments. Any reduction of the Aggregate Commitments Borrower under this subsection 2.7 shall be applied irrevocable, provided that any such notice may state that such notice is conditioned upon effectiveness of other financing or of an asset sale, in which case such notice may be revoked by the Borrower by notice to the Commitment of each Lender according Administrative Agent on or prior to its Applicable Percentage. All fees accrued until the specified effective date of any termination of the Aggregate Commitments shall be paid on the effective date of if such terminationcondition is not satisfied.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice 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 1:00 2:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on five Business Days prior to the date of terminationreduction, as the case may be, (ii) any such notice shall be irrevocable (except if such termination notice is being furnished in connection with a refinancing of the Obligations, such notice may be conditional upon the consummation of such refinancing; provided that the Borrower would still be required to reimburse Lenders under Section 3.05 for any losses, costs or expenses incurred as a result of any such notice being revoked by the Borrower), (iiiii) any such partial reduction shall be in an aggregate amount of $5,000,000 5.0 million or any whole multiple of $1,000,000 1.0 million in excess thereof, and (iiiiv) 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; provided that , (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, and (v) with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (A) the Borrower may terminate allocate any termination or reduction of Commitments among Classes of Commitments either (1) ratably among Classes or (2) first to the Aggregate Commitments if all Loans have been paid with respect to any Existing Commitments and second to any Extended Commitments and (B) in fullconnection with the establishment on any date of any Extended Commitments pursuant to Section 2.16, the Borrower has Cash Collateralized, Existing Commitments of any one or provided other support acceptable more Lenders providing any such Extended Commitments on such date shall be reduced in an amount equal to the applicable amount of Specified Existing Commitments so extended on such date (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the aggregate Outstanding Amount of the Loans (other than Swing Line Loans) of any such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Issuer(sObligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans does not exceed the lesser of such Lender’s Commitment or such Lender’s Applicable Percentage of the Borrowing Base (such calculation being determined in each case, for the avoidance of doubt, exclusive of such Lender’s Extended Commitment and any exposure in respect thereof) forand (y) for the avoidance of doubt, all outstanding Letters any such repayment of CreditLoans contemplated by the preceding clause shall be made in compliance with the requirements of Section 2.12 with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.16 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and there are no outstanding L/C Borrowings. prior to any reduction being made to the Commitment of any other Lender). (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 sublimit shall be automatically reduced by the amount of such excess. (c) 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 CommitmentsCommitments under this Section 2.06. Any Upon any reduction of the Aggregate Commitments shall be applied to Commitments, the Commitment of each Lender according to its shall be reduced by such Lender’s Applicable PercentagePercentage of such reduction amount. All fees accrued until the effective date of any such termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 12:00 noon Pacific Time three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder reduction, and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (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. Notwithstanding anything to the contrary contained herein, and (iii) the Borrower shall not terminate or reduce a notice of termination of the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that delivered by the Borrower may terminate state that such notice is conditioned upon the Aggregate Commitments if all Loans have been paid effectiveness of other credit facilities or any other transaction, in full, which case such notice may be revoked by the Borrower has Cash Collateralized, or provided other support acceptable (by notice to the applicable L/C Issuer(sAdministrative Agent on or prior to the specified effective date) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsif such condition is not satisfied. 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 Applicable Percentage. All interest and fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. Each reduction of the Aggregate Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. (b) The Aggregate Commitments shall automatically terminate on the Commitment Termination Date; provided that, upon the occurrence of an Early Maturity Event and to the extent that no Loans are outstanding (including following any payment required under Section 2.05 (assuming such payment was made on the date such Early Maturity Event occurs)), a portion of the Aggregate Commitments equal to the Applicable Early Maturity Amount (less the amount of any payment required to be made under Section 2.05 in respect of such Early Maturity Event) for such Early Maturity Event shall automatically terminate on the date such Early Maturity Event occurs.

Termination or Reduction of Commitments. (a) Concurrently with the Borrowing of any Term A-1 Loans on any Borrowing Date, the Term A-1 Commitment of each Term A-1 Lender will be permanently reduced on a dollar-for-dollar basis by the principal amount of Term A-1 Loans made by such Term A-1 Lender on such Borrowing Date. Concurrently with the Borrowing of any Term A-2 Loans on any Borrowing Date, the Term A-2 Commitment of each Term A-2 Lender will be permanently reduced on a dollar-for-dollar basis by the principal amount of Term A-2 Loans made by such Term A-2 Lender on such Borrowing Date. (b) Unless previously terminated, (i) the A▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇-▇ Commitments will terminate in full at 5:00 p.m. on the last day of the Availability Period with respect to the Term A-1 Facility and (ii) the Aggregate Term A-2 Commitments will terminate in full at 5:00 p.m. on the last day of the Availability Period with respect to the Term A-2 Facility. (c) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate A▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇-▇ Commitments or the A▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇-▇ Commitments, or from time to time permanently reduce the Aggregate A▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇-▇ Commitments or the A▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇-▇ Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 12:00 Noon five (5) Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder reduction, and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (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. Each such notice of termination shall specify such election to terminate, the relevant Class(es) of Commitments to be terminated, and (iii) the 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; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingseffective date thereof. The Administrative Agent will promptly notify the Lenders of the relevant Class(es) of any such notice of termination or reduction of Commitments of such Class(es). A notice delivered by the Aggregate Commitments. Borrower pursuant to this Section 2.07(c) may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (d) Any reduction of the Aggregate A▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇-▇ Commitments pursuant to Section 2.07(b) or (c) shall be applied to the Term A-1 Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination Percentage of the Aggregate Term A-1 Facility. Any reduction of the A▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇-▇ Commitments pursuant to Section 2.07(b) or (c) shall be paid on applied to the effective date Term A-2 Commitment of such terminationeach Lender according to its Applicable Percentage of the Term A-2 Facility.

Termination or Reduction of Commitments. (a) The Borrower mayInitial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate upon the Commitment Termination Date and any Incremental Loan Commitments shall terminate as provided in the related Incremental Assumption Agreement. The Revolving Credit Commitment of each Revolving Credit Lender shall automatically terminate on the Maturity Date for the applicable Class of Revolving Credit Commitments; provided that (x) the foregoing shall not release any Revolving Credit Lender from any liability it may have for its failure to fund Revolving Credit Loans, upon L/C Advances or participations in Swing Line Loans that were required to be funded by it on or prior to such Maturity Date and (y) the foregoing will not release any Revolving Credit Lender from any obligation to fund its portion of L/C Advances or participations in Swing Line Loans with respect to Letters of Credit issued or Swing Line Loans made prior to such Maturity Date. (b) Upon at least three Business Days’ prior written or fax notice to the Administrative Agent, terminate the Aggregate CommitmentsBorrower may at any time in whole permanently terminate, or from time to time in part permanently reduce reduce, the Aggregate Commitmentsunused Commitments of any Class; provided provided, however, that (i) any such notice each partial reduction of Commitments shall be received in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder in its reasonable discretion) and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (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 Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunderreduction of Revolving Credit Commitments, the Total Outstandings would exceed Letter of Credit Sublimit or the Aggregate Swing Line Sublimit exceeds the amount of the Participating Revolving Credit Commitments; , such sublimit shall be automatically reduced by the amount of such excess. Except as provided that in the Borrower may terminate the Aggregate Commitments if all Loans have been paid in fullimmediately preceding sentence, the Borrower has Cash Collateralized, or provided other support acceptable amount of any such Revolving Credit Commitment reduction shall not be applied to the applicable L/C Issuer(s) for, all outstanding Letters Letter of Credit, and there are no outstanding L/C BorrowingsCredit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. The Administrative Agent will promptly notify the Lenders of any Any such notice of termination or reduction pursuant to this Section 2.09(b) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the Aggregate Commitments. Any effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower or the Borrower may delay the date of prepayment identified therein to a later date reasonably acceptable to the Administrative Agent (in each case by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied or the satisfaction of such condition is delayed. (c) Upon any reduction of the Aggregate unused Commitments shall be applied to of any Class, the Commitment of each Lender according to its Applicable Percentageof such Class shall be reduced on a pro rata basis (determined on the basis of the aggregate Commitments under such Class) (other than the termination of the Commitment of any Lender as provided in Section 2.21). All Any commitment fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower mayInitial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate upon the Commitment Termination Date and any Incremental Loan Commitments, upon Refinancing Commitments, Extended Revolving Credit Commitments or Commitments with respect to Extended Term Loans shall terminate as provided in the related Incremental Loan Assumption Agreement, Refinancing Amendment or Extension Amendment, as applicable. The Revolving Credit Commitment of each Revolving Credit Lender shall automatically terminate on the Maturity Date for the applicable Class of Revolving Credit Commitments; provided that (x) the foregoing shall not release any Revolving Credit Lender from any liability it may have for its failure to fund Revolving Credit Loans, L/C Advances or participations in Swing Line Loans that were required to be funded by it on or prior to such Maturity Date and (y) the foregoing will not release any Revolving Credit Lender from any obligation to fund its portion of L/C Advances or participations in Swing Line Loans with respect to Letters of Credit issued or Swing Line Loans made prior to such Maturity Date. (b) Upon at least three Business Days’ prior written or fax notice to the Administrative Agent, terminate the Aggregate CommitmentsBorrower may at any time in whole permanently terminate, or from time to time in part permanently reduce reduce, the Aggregate Commitmentsunused Commitments of any Class; provided provided, however, that (i) any such notice each partial reduction of Commitments shall be received in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder in its reasonable discretion) and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (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 Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunderreduction of Revolving Credit Commitments, the Total Outstandings would exceed Letter of Credit Sublimit or the Aggregate Swing Line Sublimit exceeds the amount of the Participating Revolving Credit Commitments; , such sublimit shall be automatically reduced by the amount of such excess. Except as provided that in the Borrower may terminate the Aggregate Commitments if all Loans have been paid in fullimmediately preceding sentence, the Borrower has Cash Collateralized, or provided other support acceptable amount of any such Revolving Credit Commitment reduction shall not be applied to the applicable L/C Issuer(s) for, all outstanding Letters Letter of Credit, and there are no outstanding L/C BorrowingsCredit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. The Administrative Agent will promptly notify the Lenders of any Any such notice of termination or reduction pursuant to this Section 2.09(b) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the Aggregate Commitments. Any effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower or the Borrower may delay the date of prepayment identified therein to a later date reasonably acceptable to the Administrative Agent (in each case by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied or the satisfaction of such condition is delayed. (c) Upon any reduction of the Aggregate unused Commitments shall be applied to of any Class, the Commitment of each Lender according to its Applicable Percentageof such Class shall be reduced on a pro rata basis (determined on the basis of the aggregate Commitments under such Class) (other than the termination of the Commitment of any Lender as provided in Section 2.21). All Any commitment fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, Commitments or from time to time permanently reduce the Aggregate Commitments; provided that (ia) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters or such shorter period of Credit are issued and outstanding hereunder or time as the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments Administrative Agent may be received on the date of terminationdetermine), (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, and (iiic) any such notice may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may, subject to Section 3.05, be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied, (d) any such partial reduction shall be applied to reduce each Sublimit then in effect in a manner that will allow such reduction of the Aggregate Commitments to be applied pro rata across the Commitments of all the Lenders according to their Applicable Percentages with respect to the Aggregate Commitments, as determined by the Company in consultation with the Administrative Agent, (e) the Borrower 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; provided that , and (f) if, after giving effect to any reduction of the Borrower may terminate Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments or, if all Loans have been paid in fullless, the Borrower has Cash CollateralizedCompany Sublimit, or provided other support acceptable to such sublimit shall be automatically reduced by the applicable L/C Issuer(s) for, all outstanding Letters amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate CommitmentsCommitments and of the amount of each of the Sublimits after giving effect thereto. Any The amount of any such Aggregate Commitment reduction shall not reduce the Letter of Credit Sublimit unless otherwise specified by the Company or unless required by proviso (e) of this Section. For the avoidance of doubt and in connection with proviso (c) of this Section, any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable PercentagePercentage with respect to the Aggregate Commitments (and not with respect to any Designated Borrower Sublimit). All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower may, at its discretion on any date, upon written notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of at least $1,000,000 in excess thereofor, if less, the entire Aggregate Commitments and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings (plus the greater of (A) the Aggregate Unfunded Amount minus Cash credited to the Unfunded Exposure Account (not to exceed the Aggregate Unfunded Amount and excluding Excluded Amounts) and (B) zero) would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. 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 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 herein to the contrary, the Borrower may rescind any such notice not later than 1:00 p.m. on the Business Day before such termination was scheduled to take place if such termination would have resulted from a refinancing of the Commitments, which refinancing will not be consummated or will otherwise be delayed.

Termination or Reduction of Commitments. The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall will be received by the Administrative Agent not later than 1:00 p.m. three 10:00 a.m. five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall will 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 Borrower shall Company will 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; provided that , unless the Borrower may terminate Total Outstandings consist solely of the Outstanding Amount of L/C Obligations and the Company has concurrently Cash Collateralized the Outstanding Amount of L/C Obligations, 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 sublimit will be automatically reduced by the amount of such excess. A notice of termination of the Aggregate Commitments if all Loans have been paid delivered by the Company pursuant to this Section 2.07 may state that such notice is conditioned on the effectiveness of other credit facilities or the availability of a source of funds for the prepayment in fullfull of the Obligations under this Agreement, in which case, such notice may be revoked by the Borrower has Cash Collateralized, or provided other support acceptable Company (by notice to the applicable L/C Issuer(sAdministrative Agent on or prior to the specified effective date) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsif such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Except as otherwise set forth above, the amount of any such Aggregate Commitment reduction will not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Commitments shall will 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 will be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. noon three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)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, and (iii) the 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; provided that Commitments of all the Borrower may terminate Lenders and (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullCommitments, the Borrower has Cash CollateralizedLetter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, or provided other support acceptable to such Sublimit shall be automatically reduced by the applicable L/C Issuer(s) for, all outstanding Letters amount of Credit, and there are no outstanding L/C Borrowingssuch excess. 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 Revolver Lender according to its Applicable Percentage. All fees accrued until up to the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.. Notwithstanding anything in this Section 2.06 to the contrary, the Borrower may rescind any notice of termination in full of the Aggregate Commitments of all the Lenders under this Section 2.06 not later than 1:00 p.m. on the Business Day before such termination was scheduled to take place if such termination would have resulted from a refinancing of the Loans, which financing shall not be consummated or shall otherwise be delayed. 42 [SEMGROUP ENERGY PARTNERS CREDIT AGREEMENT]

Termination or Reduction of Commitments. (a) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)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 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, 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 Letter of Credit Sublimit or such Swing Line Sublimit shall be automatically reduced by the amount of such excess; provided further that, a notice of termination of the Aggregate Revolving Commitments 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 may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable (by notice to the applicable L/C Issuer(sAdministrative Agent on or prior to the specified effective date) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsif such condition is not satisfied. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable PercentagePro Rata Share or in such other manner agreed to in writing on the Third Amendment Effective Date by the Required Lenders. All commitment fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. (b) The Borrower may (unless otherwise provided in the applicable Incremental Term Loan Agreement), upon notice to the Administrative Agent, terminate any unused Incremental Term Commitments provided pursuant to the applicable Incremental Term Loan Agreement, or from time to time permanently reduce any unused Incremental Term Commitments provided pursuant to the applicable Incremental Term Loan Agreement in an integral multiple of $1,000,000 (or as may otherwise be provided in the respective Incremental Term Loan Agreement); provided, that each such reduction shall apply proportionately to permanently reduce the unused Incremental Term Commitments of the applicable Incremental Term Lenders provided pursuant to the applicable Incremental Term Loan Agreement; provided further that, a notice of termination of any unused Incremental Term Commitments 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. The Administrative Agent will promptly notify the applicable Incremental Term Lenders of any such notice of termination or reduction of the unused Incremental Term Commitments.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Credit Commitments, or from time to time permanently reduce the Aggregate Revolving Credit Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 12:00 noon five (5) Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)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 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 Revolving Credit Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Revolving Credit Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable PercentagePro Rata Share. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination. Notwithstanding anything herein to the contrary, the Borrower may rescind any notice of termination of Revolving Credit Commitments under this Section 2.06 not later than 1:00 p.m. on the Business Day before such termination was scheduled to take place if such termination would have resulted from a refinancing of the Aggregate Revolving Credit Commitments, which refinancing shall not be consummated or shall otherwise be delayed. Notwithstanding anything else to the contrary contained herein, the Term Loan Commitments in effect on the Closing Date shall automatically terminate at the earlier to occur of (a) 5:00 p.m. on the Closing Date and (b) the making of the Term Loans pursuant to Section 2.01(b).

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. p.m., New York City time, three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments such shorter period as may be received on agreed by the date of terminationAdministrative Agent in its sole discretion), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any (unless the Aggregate Commitments are less than such amount) a whole multiple of $US$1,000,000 in excess thereof, and (iii) the 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; provided . A notice of termination or reduction of the Aggregate Commitment may state that such termination or reduction is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable (by notice to the Administrative Agent on or prior to the date of such termination or reduction) if any applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingscondition is not satisfied. 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 Applicable Percentage. Unless previously terminated, the Aggregate Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Maturity Date. Any reduction or termination of the Aggregate Commitments shall be permanent. All unpaid fees accrued pursuant to Section 2.07(a) until the effective date of any reduction or termination of the Aggregate Commitments (in the case of any reduction, in respect of the aggregate amount of the Commitments subject to such reduction) shall be paid on the effective date of such reduction or termination.

Termination or Reduction of Commitments. (a) Unless previously terminated, (i) the Term Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date; provided, that all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on December 31, 2014, if the Effective Date shall not theretofore have occurred. (b) The Borrower may, upon notice to the Administrative Agent, Company may at any time terminate the Aggregate Commitments, or from time to time permanently reduce reduce, the Aggregate CommitmentsCommitments of any Class; provided that (i) each reduction of the Commitments of any such notice Class shall be received by in an amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum and (ii) the Company shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10, the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments. (c) The Company shall notify the Administrative Agent not later than 1:00 p.m. of any election to terminate or reduce the Commitments of any Class under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction (except that if no Loans are outstanding hereunder reduction, specifying such election and no Letters the effective date thereof. Promptly following receipt of Credit are issued and outstanding hereunder or such a notice, the effectiveness Administrative Agent shall advise the Lenders of a new credit facility for the Borrower is conditioned on contents thereof. Each notice delivered by the termination of Company pursuant to this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction Section shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the 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 Commitmentsirrevocable; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such a notice of termination or reduction of any of the Aggregate CommitmentsRevolving Commitments delivered by the Company may state that such notice is conditioned upon the occurrence of subsequent events (including 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 reduction of the Aggregate Commitments of any Class shall be applied to permanent. Each reduction of the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date Commitments of any termination of the Aggregate Commitments Class shall be paid on made ratably among the effective date applicable Lenders in accordance with their respective Commitments of such terminationClass.

Termination or Reduction of Commitments. The (a) Prior to or upon the Closing Date, the Borrower may permanently reduce the Term A-3 Commitments, the Term A-5 Commitments and/or Revolving Commitments in whole, or in part ratably (except as provided in Section 10.13) among the Lenders of the applicable Facility, in the case of Term A-3 Commitments and Term A-5 Commitments, in integral multiples of $1,000,000 or any whole multiple of $500,000 in excess thereof and, in the case of the Revolving Commitments, in integral multiples of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, in each case, by giving the Administrative Agent notice of such reduction not later than 11:00 a.m. on any Business Day, which notice shall specify the Commitments to be reduced and the amount of any such reduction; provided that a notice of termination of the 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 Borrower (by notice to the Administrative Agent on or prior to the specified effective date of such termination) if such condition is not satisfied. If the Closing Date occurs, the Term A-3 Commitments and the Term A-5 Commitments shall be automatically and permanently reduced to zero upon the borrowing of the Term A-3 Loans and Term A-5 Loans on the Closing Date. In the event that the Closing Date shall not have occurred on or prior to the Termination Date, each Lender’s Commitment shall automatically terminate at 11:59:59 p.m. on the Termination Date and each Lender shall upon such termination have no further obligation to make any Loans hereunder. Unless terminated earlier pursuant to subsection (b) below, the Revolving Commitments shall be automatically and permanently reduced to zero on the Revolving Commitments Maturity Date applicable to such Revolving Commitments. Notwithstanding anything to contrary and for the avoidance of doubt, the provisions of this Section 2.06(a) shall permit any reduction of Commitments on a Facility by Facility basis and on a non-pro rata basis across Facilities (but not within a single Facility), in each case, as selected by the Borrower in its sole discretion. (b) Following the Closing Date, the Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 10:00 a.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)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 Borrower shall not terminate or reduce the Aggregate Revolving 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 Revolving Commitments, and (iv) if, after giving effect to any reduction of the Revolving Commitments, the Letter of Credit Sublimit exceeds the amount of the Revolving Commitments, the Letter of Credit Sublimit shall be automatically reduced by the amount of such excess; provided provided, further, that a notice of termination or reduction of the Revolving Commitments delivered 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 Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable (by notice to the applicable L/C Issuer(sAdministrative Agent on or prior to the specified effective date of termination or reduction) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsif such condition is not satisfied. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Revolving Commitment reduction shall not be applied to the Letter of Credit Sublimit unless otherwise specified by the Borrower or unless required by proviso (iv) of the preceding sentence. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Lender according to its Applicable PercentagePercentage in respect of the Revolving Facility. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (i) Unless previously terminated, each Commitment shall terminate on the Maturity Date applicable thereto. (ii) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitmentsmay at any time terminate, or from time to time permanently reduce reduce, the Aggregate Commitments; provided that (iA) any such notice shall be received by each reduction of the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole that is an integral multiple of $CAD 1,000,000 in excess thereofand not less than CAD 5,000,000, and (iiiB) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunderprepayment of the Loans in accordance with Section 2.08, the Total Outstandings sum of the Revolving Credit Exposures would exceed the Aggregate total Commitments. (iii) The Borrower shall notify the Agent of any election to terminate or reduce the Commitments under subpart (ii) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may terminate state that such notice is conditioned upon the Aggregate Commitments if all Loans have been paid effectiveness of other credit facilities, in full, which case such notice may be revoked by the Borrower has Cash Collateralized, or provided other support acceptable (by notice to the applicable L/C Issuer(sAgent on or prior to the specified effective date) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsif such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of Any termination or reduction of the Aggregate CommitmentsCommitments shall be permanent. Any Each reduction of the Aggregate Commitments shall be applied to made ratably among 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 terminationLenders in accordance with their respective Commitments.

Termination or Reduction of Commitments. (a) The Borrower mayTerm B-2 Loan Commitment of each Term B-2 Loan Lender shall terminate in its entirety on the Amendment No. 3 Effective Date (after giving effect to the incurrence of the Term B-2 Loans on such date). Unless previously terminated, the Revolving Credit Commitments shall terminate on the Revolving Credit Termination Date. (b) Upon at least three Business Days’ prior irrevocable written (provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities, incurrence of other Indebtedness or consummation of another transaction (such as a Change of Control), in which case such notice may be revoked by the Company if such condition is not satisfied prior to the stated effective date of the termination or reduction set forth in such notice) or telecopy notice to the Administrative Agent, terminate the Aggregate CommitmentsCompany (on behalf of all the Borrowers) may at any time in whole permanently terminate, or from time to time in part permanently reduce reduce, the Aggregate Total Revolving Credit Commitments; provided provided, however, that (i) any such notice each partial reduction of the Total Revolving Credit Commitments shall be received in an integral multiple of $1,000,000 and in a minimum principal amount of $5,000,000 and (ii) no such termination or reduction shall be made which would reduce the Total Revolving Credit Commitments to an amount less than the sum of (x) the aggregate outstanding principal amount (or Assigned Dollar Value, in the case of Revolving Credit Loans denominated in Alternative Currencies) of the Competitive Loans and Standby Loans and (y) the L/C Obligations outstanding at such time. Notwithstanding the foregoing, as long as no Default or Event of Default is continuing, the Company may terminate the unused amount of the Revolving Credit Commitment of a Defaulting Lender upon not less than ten Business Days’ prior notice to the Administrative Agent (which will promptly notify the Revolving Credit Lenders thereof), it being understood that such termination will not be deemed to be a waiver or release of any claim any of the Borrowers or the Administrative Agent may have against such Defaulting Lender. (c) Subject to the last sentence of Section 2.10(b) and to Section 2.25, any reduction in the Total Revolving Credit Commitments hereunder shall be made ratably among the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitments. Subject to the last sentence of Section 2.09(a), the Company shall pay to the Administrative Agent for the account of the Revolving Credit Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Revolving Credit Commitments so terminated or reduced accrued to but not including the date of such termination or reduction. (d) A Revolving Credit Commitment terminated or reduced under this Section 2.10 may not be reinstated. (e) On the fifth Business Day following the receipt of the Net Cash Proceeds of any Specified Disposition (or, if earlier, the date on which any prepayment of the Term Loans is made with respect to such Specified Disposition pursuant to Section 2.12(b)), the Total Revolving Credit Commitments shall be automatically and permanently reduced (without further action on the part of any Person) to the extent necessary to cause the Total Net Leverage Ratio, on a Pro Forma Basis recomputed as of the end of the most recently ended Test Period (and assuming for such purposes that the Total Revolving Credit Commitments were fully used and, for the avoidance of doubt, after giving effect to any prepayment of the Term Loans made in connection with such Specified Disposition pursuant to Section 2.12(b) and any other prepayment, redemption, repurchase, defeasance or discharge of any Indebtedness made in connection with such Specified Disposition), to be not greater than 2.50:1.00. The amount of any required mandatory termination of Total Revolving Credit Commitments pursuant to this Section 2.10(e) shall be determined in good faith by the Company and set forth in a certificate signed by a Responsible Officer (which certificate shall set forth in reasonable detail the calculation of the amount of such mandatory reduction of the Total Revolving Credit Commitments) delivered to the Administrative Agent not later than 1:00 p.m. three the fifth Business Days prior Day following the receipt of the Net Cash Proceeds of the applicable Specified Disposition (or, if earlier, the date on which any prepayment of the Term Loans is made in connection with such Specified Disposition pursuant to Section 2.12(b)), and the Administrative Agent shall give the Lenders prompt written notice of the amount of any such required mandatory reduction of the Total Revolving Credit Commitments. The provisions of Section 2.10(c) and 2.12(e) shall apply to any such mandatory reduction of the Total Revolving Credit Commitments. (f) On the fifth Business Day following the consummation of any Specified Distribution (or, if earlier, the date on which any prepayment of the Term Loans is made with respect to such Specified Distribution pursuant to Section 2.12(c)), the Total Revolving Credit Commitments shall be automatically and permanently reduced (without further action on the part of any Person) to the date extent necessary to cause the Total Net Leverage Ratio, on a Pro Forma Basis recomputed as of termination or reduction the end of the most recently ended Test Period (except and assuming for such purposes that if no Loans are outstanding hereunder and no Letters of the Total Revolving Credit are issued and outstanding hereunder or the effectiveness of a new credit facility Commitments were fully used and, for the Borrower is conditioned on the termination avoidance of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (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 Borrower shall not terminate or reduce the Aggregate Commitments ifdoubt, after giving effect thereto and to any concurrent prepayments hereunderprepayment of the Term Loans made substantially simultaneously in connection with such Specified Distribution pursuant to Section 2.12(c) and any other prepayment, redemption, repurchase, defeasance or discharge of any Indebtedness made in connection with such Specified Distribution), to be not greater than 2.50:1.00. The amount of any required mandatory termination of Total Revolving Credit Commitments pursuant to this Section 2.12(f) shall be determined in good faith by the Company and set forth in a certificate signed by a Responsible Officer (which certificate shall set forth in reasonable detail the calculation of the amount of such mandatory reduction of the Total Revolving Credit Commitments) delivered to the Administrative Agent not later than the fifth Business Day following the occurrence of the Specified Distribution (or, if earlier, the Total Outstandings would exceed date on which any prepayment of the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Term Loans have been paid is made in full, the Borrower has Cash Collateralized, or provided other support acceptable connection with such Specified Distribution pursuant to the applicable L/C Issuer(s) for, all outstanding Letters of CreditSection 2.12(c)), and there are no outstanding L/C Borrowings. The the Administrative Agent will promptly notify shall give the Lenders prompt written notice of the amount of any such notice of termination or required mandatory reduction of the Aggregate Total Revolving Credit Commitments. Any The provisions of Section 2.10(c) shall apply to any such mandatory reduction of the Aggregate 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 Commitments shall be paid on the effective date of such terminationTotal Revolving Credit Commitments.

Termination or Reduction of Commitments. The (a) During the Revolving Credit Period, the Borrower may, upon notice to shall have the Administrative Agent, terminate the Aggregate Commitments, or right at any time and from time to time permanently reduce upon five (5) Business Days’ prior written notice to the Aggregate Commitments; provided that Operations Agent, (i) terminate or reduce in full the Commitments at any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination time, or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in reduce from time to time the Aggregate Commitment Amount by an aggregate amount of at least $5,000,000 or any whole integral multiple of $1,000,000 in excess thereof, whereupon the Commitment Amounts of each of the Banks shall be reduced pro rata in accordance with their Commitment Percentage of the amount specified in such notice or, as the case may be, each Bank’s Commitment shall be terminated. Promptly after receiving any notice of the Borrower delivered pursuant to this Section, the Operations Agent will notify the Banks of the substance thereof. Upon the effective date of any such reduction or termination, the Borrower shall pay to the Operations Agent for the respective accounts of the Banks the full amount of any commitment fee then accrued and unpaid on the amount of the reduction. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable. No reduction in the Commitment Amounts or termination of the Commitments may be reinstated. (b) Each Bank’s Commitment shall permanently reduce to $0 and each Bank’s Commitment shall terminate on the Termination Date. Notwithstanding anything to the contrary contained herein, each Bank shall have the right at any time to elect to terminate its Commitment in full upon prior written notice to the Borrower and the Operations Agent thereof (such notice being hereinafter referred to as a “Termination Notice”; any Bank so delivering a Termination Notice in accordance with the provisions of this Section 2.10(b) shall hereinafter be referred to as a “Terminating Bank”). The Commitment of such Terminating Bank shall automatically terminate in full, and the Commitment of such Bank shall permanently reduce to $0, on the date (with respect to such Bank, its “Specified Termination Date”) which is the earlier of (x) the 180th day after the date of such Termination Notice and (iiiy) a date selected by the Borrower by written notice to the Operations Agent and agreed to by the Operations Agent, such agreement not to be unreasonably withheld. In accordance with Section 2.05 hereof, the Borrower promises to pay each Terminating Bank on the earlier of (x) such Bank’s Specified Termination Date or (y) the Termination Date, and there shall become absolutely due and payable on such date, the aggregate principal amount of all Loans outstanding to such Terminating Bank on such date, together with any and all accrued and unpaid interest thereon and all other amounts outstanding hereunder (including, without limitation, the commitment fee owing to such Terminating Bank) and owing to such Terminating Bank as of such date. No payment made in accordance with this Section 2.10(b) shall be subject to or be deemed to be in violation of Section 2.13, provided, to the extent there is more than one Terminating Bank requiring repayment on the same date, such payments shall be applied pro rata to all such Terminating Banks. (c) Each Bank shall have the right at any time to elect to reduce its Commitment in part upon prior written notice to the Borrower and the Operations Agent thereof specifying the amount of such reduction (the “Requested Reduction Amount”; such a notice being hereinafter referred to as a “Reduction Notice”; any Bank so delivering such a Reduction Notice shall hereinafter be referred to as a “Reducing Bank”). The Commitment of such Reducing Bank shall automatically reduce on the date (the “Reduction Date”) which is the earlier of (x) the 180th day from the date of such Reduction Notice and (y) a date selected by the Borrower by written notice to the Operations Agent and agreed to by the Operations Agent, such agreement not to be unreasonably withheld, by an amount (a “Reduction Amount”) equal to the greater of (i) the Requested Reduction Amount and (ii) an amount selected by the Borrower in the written notice to the Operations Agent; it being understood that (I) the Borrower shall not have the right to permanently reduce or terminate such Reducing Bank’s Commitment Amount in full or in part at any time after delivery of the Reduction Notice and prior to the Reduction Date and (II) nothing in this Section 2.10(c) shall limit the Borrower’s right to reduce the Aggregate aggregate Commitment Amount or terminate the Commitments ifpursuant to and in accordance with the terms of Section 2.10(a) hereof. The Borrower promises to pay to each Reducing Bank on the applicable Reduction Date, and there shall become absolutely due and payable on each such date, the portion of the aggregate principal amount of all Loans outstanding to such Reducing Bank, together with any and all accrued and unpaid interest thereon, which exceeds such Reducing Bank’s new Commitment (immediately after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed reduction by the Aggregate CommitmentsReduction Amount on such date); provided that if the Borrower may terminate elects to reduce the Aggregate Commitments if all Loans have been paid Commitment Amount of a Reducing Bank to $0 by terminating such Reducing Bank’s Commitment in full, the Borrower promises to pay to such Reducing Bank on the applicable Reduction Date, and there shall become absolutely due and payable on such date, the aggregate principal amount of all Loans outstanding to such Reducing Bank, together with any and all accrued and unpaid interest thereon and all other amounts outstanding hereunder and owing to such Reducing Bank as of such date. No payment made in accordance with this Section 2.10(c) shall be subject to or be deemed to be in violation of Section 2.13, provided, to the extent there is more than one Terminating Bank requiring repayment on the same date, such payments shall be applied pro rata to all such Terminating Banks (i) To the extent any Bank delivers a Termination Notice pursuant to Section 2.10 (b) hereof or a Reduction Notice pursuant to Section 2.10(c) hereof, so long as no Default or Event of Default has Cash Collateralizedoccurred and is continuing, the Borrower may, upon prior written notice to the Operations Agent, such Terminating Bank or provided other support acceptable Reducing Bank, as applicable, request that one or more Assignees (each, a “Joining Bank”) and/or existing Banks (each such existing Bank or Joining Bank, a “Substitute Lender”) assume all or any portion of the Commitment of such Terminating Bank or Reducing Bank, as applicable. Each Terminating Bank or Reducing Bank, as the case may be, agrees that, should it be identified for replacement prior to its Specified Termination Date or Reduction Date, as applicable, pursuant to this Section 2.10(d)(i), it will promptly execute and deliver all documents and instruments reasonably required by the Borrower and/or the Operations Agent to assign the relevant portion such Terminating Bank’s or Reducing Bank’s Loans and Commitment to the applicable L/C Issuer(s) forSubstitute Bank on the applicable Specified Termination Date or Reduction Date, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsas applicable. 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 parties hereto hereby acknowledge and agree that no existing Bank shall be applied obligated to assume any portion of the Commitment of each Lender according a Terminating Bank or Reducing Bank hereunder, and any election to do so shall be in the sole and absolute discretion of such Bank. (ii) In the event that any Terminating Bank was not replaced pursuant to Section 2.10(d)(i) hereof prior to its Applicable PercentageSpecified Termination Date, so long as no Default or Event of Default has occurred and is continuing, the Borrower may, at any time prior to the Termination Date, with prior written notice to the Operations Agent, request that one or more Substitute Banks (x) in the case of Joining Banks, join this Agreement as Banks with Commitments and/or (y) in the case of existing Banks, increase their existing Commitment Amount, in an aggregate Commitment Amount of up to the applicable Commitment Amount of such Terminating Bank immediately prior to the applicable Specified Termination Date. All fees accrued until In the effective date event that Commitments of any termination Reducing Bank equal to the applicable Reduced Amounts were not replaced with Commitments of Substitute Banks pursuant to Section 2.10(d)(i) hereof prior to the applicable Reduction Date, so long as no Default or Event of Default has occurred and is continuing, the Borrower may, at any time prior to the Termination Date, with prior written notice to the Operations Agent, request that one or more Substitute Banks (x) in the case of Joining Banks, join this Agreement as Banks with Commitments and/or (y) in the case of existing Banks, increase their existing Commitment Amount, in an aggregate Commitment of up to the applicable Reduction Amounts. Each Joining Bank shall be required to execute and deliver to the Operations Agent such joinder documents as the Operations Agent shall reasonably require. The parties hereto hereby acknowledge and agree that no existing Bank shall be obligated to assume any portion of the Aggregate Commitments Commitment Amount of a Terminating Bank or Reducing Bank hereunder, and any election to do so shall be paid on in the effective date sole and absolute discretion of such terminationBank.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)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 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, 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 Letter of Credit Sublimit or such Swing Line Sublimit shall be automatically reduced by the amount of such excess; provided further that, a notice of termination of the Aggregate Revolving Commitments 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 may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable (by notice to the applicable L/C Issuer(sAdministrative Agent on or prior to the specified effective date) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsif such condition is not satisfied. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable PercentagePro Rata Share. All commitment fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. (b) The Borrower may (unless otherwise provided in the applicable Incremental Term Loan Agreement), upon notice to the Administrative Agent, terminate any unused Incremental Term Commitments provided pursuant to the applicable Incremental Term Loan Agreement, or from time to time permanently reduce any unused Incremental Term Commitments provided pursuant to the applicable Incremental Term Loan Agreement in an integral multiple of $1,000,000 (or as may otherwise be provided in the respective Incremental Term Loan Agreement); provided, that each such reduction shall apply proportionately to permanently reduce the unused Incremental Term Commitments of the applicable Incremental Term Lenders provided pursuant to the applicable Incremental Term Loan Agreement; provided further that, a notice of termination of any unused Incremental Term Commitments 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. The Administrative Agent will promptly notify the applicable Incremental Term Lenders of any such notice of termination or reduction of the unused Incremental Term Commitments.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative AgentAgent (which notice may be conditioned on closing of alternative financing), terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. five (5) Business Days (or such shorter period as shall be acceptable to Administrative Agent) prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)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 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; provided that the Borrower may terminate , and (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullCommitments, the Borrower has Cash CollateralizedLetter of Credit Sublimit exceeds the amount of the Aggregate Commitments, or provided other support acceptable to such Letter of Credit Sublimit shall be automatically reduced by the applicable L/C Issuer(s) for, all outstanding Letters amount of Credit, and there are no outstanding L/C Borrowingssuch excess. 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 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. Unless the Aggregate Commitments are terminated in their entirety, the Aggregate Commitments shall not be less than $20,000,000.

Termination or Reduction of Commitments. The Borrower Co-Borrowers may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000.00 or any whole multiple of $1,000,000 1,000,000.00 in excess thereof, and (iii) the Borrower Co-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; provided that the Borrower may terminate , and (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullCommitments, the Borrower has Cash CollateralizedLetter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, or provided other support acceptable to such Sublimit shall be automatically reduced by the applicable L/C Issuer(s) for, all outstanding Letters amount of Credit, and there are no outstanding L/C Borrowingssuch excess. 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 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. A notice of termination delivered by Co-Borrowers may state that such notice is conditioned upon the effectiveness of other credit facilities in which case such notice may be revoked by Co-Borrowers (by notice to Administrative Agent on or prior to the specified effective date) if such condition is not satisfied and so long as Co-Borrowers shall have paid any amounts required to be paid to Administrative Agent, any L/C Issuer or any Lender pursuant to this Agreement in connection with such notice of prepayment.

Termination or Reduction of Commitments. The Commitments hereunder may be permanently terminated or reduced in whole or in part by notice from the Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall thereof must be received by the Administrative Agent not later than 1:00 p.m. three 12:00 noon (New York time) at least five (5) Business Days prior to the date of reduction or termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction or terminations shall be in an aggregate a minimum amount of $5,000,000 or any whole multiple 1.0 million and integral multiples of $1,000,000 1.0 million in excess thereof, and ; (iiiii) the 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; provided that the Borrower may terminate and (iii) if, after giving effect to any reduction or termination of the Aggregate Commitments if all Loans have been paid in fullRevolving Commitments, the Borrower has Cash CollateralizedAlternative Currency Sublimit, or provided other support acceptable to the applicable L/C Issuer(s) forSublimit or the Swingline Sublimit exceeds the amount of the Aggregate Revolving Commitments, all outstanding Letters such sublimit shall be automatically reduced by the amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify give prompt notice to the Lenders of any such notice termination of or reduction in Commitments. Except as provided in clause (iii) above, the amount of 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 the Aggregate Commitments. Any reduction of the Aggregate any Revolving Commitments shall be applied to the Revolving Commitment of each applicable Lender according to its Applicable Revolving Commitment Percentage. All commitment or other fees accrued until with respect to any Commitment through the effective date of any termination of the Aggregate Commitments thereof shall be paid on the effective date of such termination. A notice of termination of the Commitments delivered by the Borrower shall be irrevocable except that such notice may state that it is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Termination or Reduction of Commitments. (a) Concurrently with the Borrowing of any Term A-1 Loans on any Borrowing Date, the Term A-1 Commitment of each Term A-1 Lender will be permanently reduced on a dollar-for-dollar basis by the principal amount of Term A-1 Loans made by such Term A-1 Lender on such Borrowing Date. Concurrently with the Borrowing of any Term A-2 Loans on any Borrowing Date, the Term A-2 Commitment of each Term A-2 Lender will be permanently reduced on a dollar-for-dollar basis by the principal amount of Term A-2 Loans made by such Term A-2 Lender on such Borrowing Date. Concurrently with the Borrowing of the Term A-3 Loans on the Second Amendment Effective Date, the Term A-3 Commitment of each Term A-3 Lender will be permanently reduced to zero and be terminated. (b) Unless previously terminated, (i) the Aggregate Term A-1 Commitments will terminate in full at 5:00 p.m. on the last day of the Availability Period with respect to the Term A-1 Facility and (ii) the Aggregate Term A-2 Commitments will terminate in full at 5:00 p.m. on the last day of the Availability Period with respect to the Term A-2 Facility. (c) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Term A-1 Commitments or the Aggregate Term A-2 Commitments, or from time to time permanently reduce the Aggregate Term A-1 Commitments or the Aggregate Term A-2 Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 12:00 Noon five (5) Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder reduction, and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (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. Each such notice of termination shall specify such election to terminate, the relevant Class(es) of Commitments to be terminated, and (iii) the 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; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingseffective date thereof. The Administrative Agent will promptly notify the Lenders of the relevant Class(es) of any such notice of termination or reduction of Commitments of such Class(es). A notice delivered by the Aggregate Commitments. Borrower pursuant to this Section 2.07(c) may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (d) Any reduction of the Aggregate Term A-1 Commitments pursuant to Section 2.07(b) or (c) shall be applied to the Term A-1 Commitment of each Lender according to its Applicable PercentagePercentage of the Term A-1 Facility. All fees accrued until the effective date of any termination Any reduction of the Aggregate Term A-2 Commitments pursuant to Section 2.07(b) or (c) shall be paid on applied to the effective date Term A-2 Commitment of such terminationeach Lender according to its Applicable Percentage of the Term A-2 Facility.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Tranche 1 Commitments, or from time to time permanently reduce the Aggregate Tranche 1 Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. one Business Days Day prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)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) any such notice may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the 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; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable (by written notice to the applicable L/C Issuer(sAdministrative Agent on or prior to the specified effective date) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsif such 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. Any reduction of the Aggregate 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 paid on the effective date of such termination. (b) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Tranche 2 Commitments, or from time to time permanently reduce the Aggregate Tranche 2 Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. one Business Day prior to the date of termination or reduction, (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 and (iii) any such notice may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. 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 Closing Date (after giving effect to the Loans made on such date) and (ii) the expiry of the Availability Period. The Borrower shall provide the Administrative Agent prompt written notice of any commitment reduction pursuant to clause (ii) hereof. (d) Notwithstanding anything in Section 2.05 or this Section 2.06 or anything else herein to the contrary, any prepayment of Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA and ▇▇▇▇▇▇▇ Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA and ▇▇▇▇▇▇▇ Sachs Lending Partners LLC shall elect in their sole discretion.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 12:00 p.m. three five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters or such lesser amount of Credit are issued and outstanding hereunder or time as the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments Administrative Agent may be received on the date of termination)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) such notice of termination may state that termination is conditioned upon the effectiveness of other credit facilities or one or more other events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied, (iv) the 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; provided that the Borrower may terminate , and (v) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullCommitments, the Borrower has Cash CollateralizedAlternative Currency Sublimit, the Letter of Credit Sublimit or provided other support acceptable to the applicable L/C Issuer(s) forSwing Line Sublimit exceeds the amount of the Aggregate Commitments, all outstanding Letters such Sublimit shall be automatically reduced by the amount of Credit, and there are no outstanding L/C Borrowingssuch excess. 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 or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate 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 Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) All unused Term Loan Facility Debt Commitments, if any, shall be automatically and permanently terminated (without premium or penalty) as of 5:00 p.m. (New York time) on the last day of the Term Loan Availability Period that is a Business Day. (b) The Borrower may, upon notice may cancel or reduce permanently the whole or any part of the unutilized Term Loan Facility Debt Commitments in accordance with Section 3.2 (Right of Repayment and Cancellation in Relation to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of terminationSingle Facility Lender), Section 3.7 (iiPro Rata Payment) any such partial reduction shall be and Section 3.8 (Reductions and Cancellations of Facility Debt Commitments) of the Common Terms Agreement on a pro rata basis across all remaining Term Loan Facility Debt Commitments under this Agreement (in an aggregate a minimum amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the 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; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings10,000,000). 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 Applicable Percentage. All fees accrued until From the effective date of any termination such reduction or cancellation, the Commitment Fees shall be computed on the undrawn portion of the Aggregate Term Loan Facility Debt Commitments as so reduced or cancelled. (c) On the date of incurrence of any Replacement Senior Debt in accordance with Section 6.3 (Replacement Senior Debt) of the Common Terms Agreement to the extent that such Replacement Senior Debt is intended to be applied to cancel or reduce any or all Term Loan Facility Debt Commitments, the Term Loan Facility Debt Commitments of the Term Lenders shall be paid on reduced in accordance with Section 3.8(a) (Reductions and Cancellations of Facility Debt Commitments) of the effective date Common Terms Agreement to the extent of such terminationamounts applied towards such cancellation or reduction; provided that, if the Borrower incurs Replacement Senior Debt for purposes of repaying Term Loans and canceling or reducing Term Loan Facility Debt Commitments, the Borrower shall be deemed to have, on a pro rata basis, applied the proceeds of such Replacement Senior Debt first to repay any outstanding Term Loans in accordance with Section 3.14(c) (Pro Rata Treatment), and, to the extent any Replacement Senior Debt proceeds remain, secondly to cancel Term Loan Facility Debt Commitments that subsequently remain available to be drawn in accordance with Section 3.14(b) (Pro Rata Treatment). (d) All unused Term Loan Facility Debt Commitments, if any, shall be terminated upon the occurrence of a Loan Facility Event of Default if required pursuant to Section 8.02 (Acceleration Upon Bankruptcy) or Section 8.03 (Action Upon Event of Default) in accordance with the terms thereof.

Termination or Reduction of Commitments. (a) The Borrower mayshall have the right, upon at least two Business Days’ notice to the Administrative Agent, to terminate the Aggregate Commitments, in whole or from time to time permanently reduce ratably in part the Aggregate Commitmentsunused portions of the respective Commitments of the Lenders; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such each partial reduction shall be in an the aggregate amount of $5,000,000 1,000,000 or any whole an integral multiple of $1,000,000 in excess thereof, and ; (iiiii) the 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; provided that the Borrower may terminate and (iii) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullCommitments, the Borrower has Cash CollateralizedLetter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, or provided other support acceptable to such Sublimit shall be automatically reduced by the applicable L/C Issuer(s) for, all outstanding Letters amount of Credit, and there are no outstanding L/C Borrowingssuch excess. 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 Applicable PercentagePro 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. (b) On or after the expiration of the Negotiation Period, if the parties hereto shall have failed to enter into a New Agreement before the end of the Negotiation Period, the Administrative Agent shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the obligation of each Lender to make Credit Extensions to be terminated, whereupon the same shall forthwith terminate (with the result that each Lender’s Commitment shall forthwith terminate), and upon such termination, all commitment fees accrued to the date of such termination shall automatically be due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower.

Termination or Reduction of Commitments. (a) The Borrower Co-Borrowers may, upon notice to the Administrative AgentAgent by HoldCo, terminate the Aggregate aggregate Working Capital Commitments, or from time to time permanently reduce the Aggregate aggregate Working Capital Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three noon five (5) Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 5,000,000.00 or any whole multiple of $1,000,000 1,000,000.00 in excess thereof, and (iii) the Borrower shall Co-Borrowers may not terminate or reduce the Aggregate aggregate Working Capital Commitments if, after giving effect thereto and to any concurrent prepayments hereunderthereto, the Total Outstandings a mandatory prepayment would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsbe required under Section 2.07(a). The Administrative Agent will promptly notify the Lenders Banks of any such notice of termination or reduction of the Aggregate aggregate Working Capital Commitments. Any reduction of the Aggregate aggregate Working Capital Commitments shall be applied to the Working Capital Commitment of each Lender Working Capital Bank according to its Applicable Working Capital Percentage. All fees accrued until the effective date of any termination of the Aggregate aggregate Working Capital Commitments and all other amounts payable shall be paid on the effective date of such termination. (b) The Co-Borrowers may, upon notice to the Agent by HoldCo, terminate the aggregate Revolving Commitments, or from time to time permanently reduce the aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Agent not later than 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 $1,000,000.00 or any whole multiple of $500,000.00 in excess thereof, and (iii) the Co-Borrowers may not terminate or reduce the aggregate Revolving Commitments if, after giving effect thereto, a mandatory prepayment would be required under Section 2.07(b). The Agent will promptly notify the Banks of any such termination or reduction of the aggregate Revolving Commitments. Any reduction of the aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Bank according to its Revolving Percentage. All fees accrued until the effective date of any termination of the aggregate Revolving Commitments and all other amounts payable shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. noon three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)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, and (iii) the 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; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. 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 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. A notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, 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. (b) The Borrower shall have the right, at any time, upon at least three Business Days’ notice to a Defaulting Lender (with a copy to the Administrative Agent), to terminate in whole such Defaulting Lender’s Commitment under this Section 2.04

Termination or Reduction of Commitments. (a) The Borrower mayshall have the right, upon not less than two Business Days’ notice to the Administrative Agent, to terminate the Aggregate CommitmentsRevolving Commitments of any Tranche, the L/C Commitments or the Swingline Commitments or, from time to time permanently time, to reduce the Aggregate amount of the Revolving Commitments of any Tranche, the L/C Commitments or the Swingline Commitments; provided that (i) any no such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness Revolving Commitments of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction Tranche shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Loans made on the effective date thereof, the Total Outstandings total Revolving Extensions of Credit of such Tranche would exceed the Aggregate Commitments; provided that total Revolving Commitments of such Tranche. Any such partial reduction shall be in an amount equal to $100,000, or a whole multiple of $500,000 in excess thereof, and shall reduce permanently the Revolving Commitments of the applicable Tranche then in effect. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of rescind any such notice of termination or reduction under this Section 2.10 if the notice of such termination or reduction stated that such notice was conditioned upon the occurrence or non-occurrence of a transaction or the receipt of a replacement of all, or a portion, of the Aggregate Commitments. Any reduction Revolving Commitments outstanding at such time, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied. (b) Upon the incurrence by the Borrower or any of its Restricted Subsidiaries of any Permitted Refinancing Obligations in respect of Revolving Commitments or Revolving Loans, the Revolving Commitments designated by the Borrower to be terminated in connection therewith shall be automatically permanently reduced by an amount equal to 100% of the Aggregate aggregate principal amount of commitments under such Permitted Refinancing Obligations and any outstanding Revolving Loans in respect of such terminated 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 Commitments shall be paid on the effective date of such terminationrepaid in full.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from (a) MBIA may at any time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (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 Borrower shall not terminate or reduce the Aggregate Commitments if, after Maximum Commitment by giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify at least five Business Days notice thereof. Each such reduction shall reduce the Lenders Maximum Commitment only in integral multiples of any such $1,000,000. Any notice of reduction or termination or reduction of the Aggregate Commitmentspursuant to this Section 3.2(a) shall be irrevocable. Any such reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according Bank pro rata based upon their respective Commitments as in effect immediately prior to its Applicable Percentagesuch reduction, and any such termination shall terminate the Commitments of all Banks. All fees accrued until Each such reduction shall reduce the aggregate Commitments only in integral multiples of $1,000,000. Any notice of reduction or termination pursuant to this Section 3.2(a) shall be irrevocable. Any such reduction shall be applied to the Commitment of each Bank pro rata based upon their respective Commitments as in effect immediately prior to such reduction, and any such termination shall terminate the Commitments of all Banks. (b) If any Bank shall have become an Affected Bank, MBIA may terminate the Commitment and Fronting Bank Commitment, as applicable, of such Bank by notice to the Administrative Agent and such Bank, unless prior to the effective date of such termination (i) such Bank ceases to be an Affected Bank, (ii) any Loan has been made or (iii) any Default or Event of Default has occurred and is continuing. Any such termination shall be effective on the later to occur of the 60th day after the giving of such notice by MBIA or the date of termination specified in such notice. Subject to the foregoing, any notice of termination given pursuant to this Section 3.2(b) shall be irrevocable. (c) Each Commitment shall terminate on the Expiration Date. (d) The Administrative Agent shall give prompt notice to each Bank of any reduction or termination of the Maximum Commitment or of the Commitment of any Bank pursuant to this Section 3.2. On the effective date of any termination of the Aggregate Commitments Commitment of a Bank pursuant to this Section 3.2, such Commitment and any further obligation of such Bank to make Loans hereunder shall be paid on terminate. On the effective date of any termination of the Fronting Commitment of a Fronting Bank pursuant to this Section 3.2, such terminationFronting Commitment and any further obligation of such Fronting Bank to make Fronting Bank Loans hereunder shall terminate. In the event that a Bank has multiple types of commitments hereunder, the termination of one type of commitment shall not affect any other type of commitment of such Bank unless otherwise provided herein.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (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 Borrower shall not terminate or reduce the Aggregate Commitments ifUnless, after giving effect thereto and to any concurrent prepayments hereunderof Loans made on the effective date thereof, the Total Outstandings then-outstanding principal amount of the Loans would exceed the Aggregate Commitments; provided that amount of the Borrower may combined Commitments then in effect, the Company may, upon not less than three Business Days’ prior notice to the Agent, terminate the Aggregate Commitments, or permanently reduce the Commitments by an aggregate minimum amount of $10,000,000 or any multiple of $1,000,000 in excess thereof. If the Company pays, prepays, defeases or redeems all or any portion of the Existing Notes other than with the proceeds of Loans, it shall forthwith notify the Agent of such event; and upon receipt by the Agent of such notice the Commitments shall automatically be reduced by the aggregate principal amount of the Existing Notes so paid, prepaid or redeemed or if all Loans have been the Existing Notes are so paid in fullfull the Commitments hereunder shall be terminated. Once reduced in accordance with this Section, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate CommitmentsCommitments may not be increased. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender Bank according to its Applicable PercentagePro Rata Share. All accrued facility fees accrued until to, but not including the effective date of any reduction or termination of the Aggregate Commitments Commitments, shall be paid on the effective date of such reduction or termination. Each notice of a termination or reduction of Commitments shall be irrevocable, except 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 Agent on or prior to the specified effective date) if such condition is not satisfied.

Termination or Reduction of Commitments. (a) Unless previously terminated, (i) the Term Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date; provided, that all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on December 31, 2014, if the Effective Date shall not theretofore have occurred. (b) The Borrower may, upon notice to the Administrative Agent, Company may at any time terminate the Aggregate Commitments, or from time to time permanently reduce reduce, the Aggregate CommitmentsCommitments of any Class; provided that (i) each reduction of the Commitments of any such notice Class shall be in an amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum and (ii) the Company shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10, the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments. (c) In the event and on each occasion that, after the Closing Date and prior to the termination of the Term Commitments in accordance with this Section, any Net Proceeds are received by or on behalf of the Company or any Subsidiary in respect of any Reduction/Prepayment Event, (i) the Company shall on the day of such receipt provide to the Administrative Agent not later than 1:00 p.m. written notice thereof, setting forth the nature of such Reduction/Prepayment Event and the amount of such Net Proceeds (together with a reasonably detailed calculation thereof) and (ii) the Term Commitments will automatically and permanently reduce by an aggregate amount equal to the lesser of the aggregate amount of the Term Commitments then in effect and the amount of such Net Proceeds, such reduction to be effective on the day on which such Net Proceeds are received. (d) The Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction (except that if no Loans are outstanding hereunder reduction, specifying such election and no Letters the effective date thereof. Promptly following receipt of Credit are issued and outstanding hereunder such a notice or the effectiveness of a new credit facility for the Borrower is conditioned on the termination notice pursuant to paragraph (c) of this AgreementSection, any the Administrative Agent shall advise the Lenders of the contents thereof. Each notice terminating delivered by the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction Company pursuant to this Section shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the 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 Commitmentsirrevocable; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such a notice of termination or reduction of any of the Aggregate CommitmentsRevolving Commitments delivered by the Company may state that such notice is conditioned upon the occurrence of subsequent events (including 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 reduction of the Aggregate Commitments of any Class shall be applied to permanent. Each reduction of the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date Commitments of any termination of the Aggregate Commitments Class shall be paid on made ratably among the effective date applicable Lenders in accordance with their respective Commitments of such terminationClass.

Termination or Reduction of Commitments. The Borrower Borrowers may, upon notice to the Administrative Agent, terminate the Aggregate CommitmentsCommitments and this Agreement, or from time to time permanently reduce the Aggregate CommitmentsCommitments under this Agreement; provided that (ia) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)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, and (iiic) the Borrower 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; provided and provided, further, that the Borrower may terminate a notice of termination or reduction of the Aggregate Commitments if all Loans have been paid under this Section 2.05 may state that such notice is conditioned upon the occurrence of one or more events specified therein, in full, which case such notice may be revoked by the Borrower has Cash Collateralized, or provided other support acceptable Borrowers (by notice to the applicable L/C Issuer(sAdministrative Agent on or prior to the specified effective date) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsif such condition is not satisfied. 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 pursuant to this Section 2.05 shall be applied to the Commitment of each Lender according to its Applicable PercentagePro Rata Share; provided that, during 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 2.05 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. 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 the termination of the Aggregate Commitments, this Agreement shall not terminate, and the obligations of the Borrowers under this Agreement shall continue, until all Letters of Credit have expired, been replaced or been terminated and each Unreimbursed Amount and all interest, fees and other amounts payable hereunder have been paid in full.

Termination or Reduction of Commitments. (a) The Term Commitment shall be automatically and permanently reduced to zero on the Effective Date (after giving effect to the making of the New Term Loan on such date). The Revolving Commitment shall automatically terminate on the Termination Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 6:00 p.m., New York City time, on August 8, 2007, if the initial Credit Extension shall not have occurred by such time. (b) The Borrower mayshall have the right, upon notice not less than three Business Days' irrevocable written notice, to the Administrative Agentterminate any Commitment or, terminate the Aggregate Commitments, or from time to time permanently time, to reduce the Aggregate Commitmentsamount of such Commitment; provided provided, however, that (i) any such notice reduction (A) shall be received in the minimum amount of $500,000 or an integral multiple of $100,000 in excess thereof, (B) shall reduce permanently the amount of such Commitment then in effect, and (C) shall be accompanied by prepayment of the Administrative Agent not later than 1:00 p.m. three Business Days prior applicable Revolving Credit Loans outstanding to the date extent, if any, that the Loans then outstanding exceed the amount of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned such Commitment as then reduced, together with accrued interest on the termination amount so prepaid to and including the dates of this Agreementeach such prepayment and any amounts payable pursuant to Section 2.14 in connection therewith and the payment of any unpaid commitment fee applicable to such commitment then accrued hereunder, any notice terminating the Aggregate Commitments may be received on the date of termination), and (ii) any such partial reduction termination of such Commitment shall be accompanied by prepayment in an aggregate amount full of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the 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; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, Revolving Credit Loans and all outstanding obligations in respect of Letters of Credit, Credit together with accrued interest thereon to and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify including the Lenders date of prepayment and any amounts payable pursuant to Section 2.14 in connection therewith and the payment of any unpaid commitment fee applicable to 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 Applicable Percentage. All fees commitment then accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such terminationhereunder.

Termination or Reduction of Commitments. (a) The Borrower mayshall have the right, upon not less than three Business Days' notice to the Administrative AgentAgent and subject to the provisions of this subsection, to terminate the Aggregate Commitmentsor, or from time to time time, permanently reduce the Aggregate Peak Period Commitments or the Non-Peak Period Commitments; provided that . Any termination of the Commitments shall be accompanied by (i) prepayment in full of the Loans and L/C Obligations constituting drawings under any such notice shall be received by the Administrative Agent Letter of Credit which has not later than 1:00 p.m. three Business Days prior then been reimbursed and (ii)(A) replacement of any then unexpired Letter of Credit and return thereof to the date of termination Issuing Bank undrawn and marked "canceled" or reduction (except B) to the extent that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) unable to replace any such partial reduction shall be in an aggregate amount Letter of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunderCredit, the Total Outstandings would exceed deposit of funds into the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters Cash Collateral Account until such Letter of Credit has been cash collateralized in an amount equal to 105% of the face amount of such Letter of Credit. Upon (but only upon) termination of the Commitments, any Letter of Credit then outstanding which has been so cash collateralized shall no longer be considered a "Letter of Credit" as defined in subsection 1.1 and there are no outstanding any L/C Borrowings. The Administrative Agent will promptly notify Participating Interests granted by the Issuing Bank to the Lenders in such Letter of Credit pursuant to subsection 3.4(a) shall be deemed terminated (subject to automatic reinstatement in the event that such cash collateral is returned and the Issuing Bank is not fully reimbursed for any such L/C Obligations) but the Letter of Credit fees payable under subsection 3.3 shall continue to accrue to the Issuing Bank (or, the Issuing Bank and the Lenders in the event of any such notice automatic reinstatement, as provided in subsection 3.3) with respect to such Letter 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 Applicable Percentage. All fees accrued Credit until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such terminationexpiry thereof.

Termination or Reduction of Commitments. (a) The Borrower mayshall have the right, upon not less than four Business Days' notice to the Administrative Agent, to terminate the Aggregate Commitments, Commitments or from time to time permanently reduce the Aggregate amount of the Commitments; provided that (i) any no such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction shall be permitted if, after giving effect thereto, either (except that if no Loans are outstanding hereunder and no Letters a) the Commitments would not be greater than or equal to zero or (b) the Commitment of Credit are issued and outstanding hereunder any Lender would not be greater than or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any equal to zero. Any such partial reduction shall be in an aggregate amount of equal to $5,000,000 or any a whole multiple of $1,000,000 in excess thereof, and (iii) shall reduce permanently the 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; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders shall give each Lender prompt notice of any notice received from the Borrower pursuant to this subsection 2.4. (b) If the Borrower or any of its Subsidiaries consummates any Capital Markets Transaction on or prior to the Closing Date which results in the receipt by the Borrower or any of its Subsidiaries of Net Cash Proceeds with respect thereto, the Commitments shall be reduced, on the same Business Day on which such notice Net Cash Proceeds are received, in an amount equal to the amount of termination such Net Cash Proceeds. (c) If the Borrower or any of its Subsidiaries consummates any Disposition permitted by subsection 7.4(f) on or prior to the Closing Date which requires a reduction of the Aggregate Commitments. Any reduction of Commitments pursuant to such subsection, the Aggregate Commitments shall be applied reduced, on the same Business Day on which the relevant Net Cash Proceeds are received, in an amount equal to the Commitment amount of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate such Net Cash Proceeds. (d) Any Commitments shall be paid not drawn on the effective date of such terminationthe Transaction is consummated shall terminate.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that provided, that, except as otherwise agreed by the Administrative Agent in its sole discretion, (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. five Business Days prior to the date of such termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)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 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; provided that the Borrower may terminate , and (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullRevolving Commitments, the Borrower has Cash CollateralizedLetter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, the Letter of Credit Sublimit or provided other support acceptable to the applicable L/C Issuer(s) forSwing Line Sublimit, all outstanding Letters as applicable, shall be automatically reduced by the amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Any notice delivered by the Borrower pursuant to this Section 2.06 may state that such notice is conditioned upon the effectiveness of other 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 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 termination.

Termination or Reduction of Commitments. The (a) Subject to Section 3.1, the Borrower mayshall have the right, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the Aggregate CommitmentsCommitments or, or from time to time permanently time, to reduce the Aggregate amount of the Commitments; provided that (i) any no such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (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 Borrower 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 Extensions of Credit would exceed the Aggregate Total Commitments; provided further that a notice of termination of the Commitments delivered by the Borrower may terminate state that such notice is conditioned upon the Aggregate Commitments if all Loans have been paid effectiveness of other credit facilities or other debt instruments, in full, which case such notice may be revoked by the Borrower has Cash Collateralized, or provided other support acceptable (by written notice to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify on or prior to the Lenders specified effective date) if such condition is not satisfied; provided further that all such reductions of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied made ratably among the Lenders. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof (or such lesser amount as may equal the remaining amount of the Commitments) and shall reduce permanently the Commitments to which such reduction is so allocated. (b) As of the Amendment and Restatement Effective Date (i) the Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued shall be reduced on a pro rata basis until the effective date of any termination Total Commitments of the Aggregate Revolving Lenders as of such date equals $100,000,000 and (ii) the Term Loan Commitments shall be paid terminate upon the funding of the Term Loans pursuant to Section 2 of the Amendment Agreement. (c) Unless previously terminated, the Commitments shall terminate on the effective date of such terminationTermination Date.

Termination or Reduction of Commitments. The Commitments hereunderDollar Revolving Commitments, the Limited Currency Revolving Commitments, the Multicurrency Revolving Commitments or the Delayed Draw Term A Commitments (ratably among Dollar Revolving Commitments, the Limited Currency Revolving Commitments, the Multicurrency Revolving Commitments and the Delayed Draw Term A Commitments, as applicable) hereunder may be permanently reduced in whole or in part by notice from the Parent Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall thereof must be received by the Administrative Agent not later than 1:00 p.m. three 12:00 noon (New York time) at least five (5) Business Days prior to the date of reduction or termination and any such reduction or reduction (except that if no Loans are outstanding hereunder terminations shall be in a minimum amount of $1.0 million and no Letters integral multiples of Credit are issued $1.0 million in excess thereof; and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall the Commitments may not be in reduced to an aggregate amount less than the Outstanding Amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the 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; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all Loan Obligations then outstanding Letters of Credit, and there are no outstanding L/C Borrowingsthereunder. The Administrative Agent will promptly notify give prompt notice to the Lenders of any such notice of termination or reduction of the Aggregate in Commitments. Any reduction of the Aggregate any Commitments shall be applied to the Commitment of each applicable Lender according to its Applicable PercentagePro Rata Share. All commitment or other fees accrued until with respect to any Commitment through the effective date of any termination of the Aggregate Commitments thereof shall be paid on the effective date of such termination. A notice of termination of the Commitments delivered by the Parent Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Parent Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Termination or Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate on the Maturity Date. (b) The Borrower mayBorrowers may at any time terminate the Revolving Commitments in full upon (i) the payment in full of all outstanding Loans, upon notice together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative AgentAgent of a cash deposit or standby letter(s) of credit as required by Section 2.07(c)), terminate (iii) the Aggregate Commitmentspayment in full of the accrued and unpaid fees, or from time to time permanently reduce and (iv) the Aggregate Commitments; provided that payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (ic) any such notice The Administrative Borrower shall be received by notify the Administrative Agent not later than 1:00 p.m. of any election to terminate the Revolving Commitments under Section 2.10(b) at least three (3) Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (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 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; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. 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 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, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the affected Lenders of the contents thereof. Each notice delivered by the Administrative Borrower pursuant to this Section 2.10(c) shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Administrative Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, 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. Any termination of the Revolving Commitments by the Borrowers in full shall be permanent.

Termination or Reduction of Commitments. (a) Concurrently with the Borrowing of any Term A-1 Loans on any Borrowing Date, the Term A-1 Commitment of each Term A-1 Lender will be permanently reduced on a dollar-for-dollar basis by the principal amount of Term A-1 Loans made by such Term A-1 Lender on such Borrowing Date. Concurrently with the Borrowing of any Term A-2 Loans on any Borrowing Date, the Term A-2 Commitment of each Term A-2 Lender will be permanently reduced on a dollar-for-dollar basis by the principal amount of Term A-2 Loans made by such Term A-2 Lender on such Borrowing Date. Concurrently with the Borrowing of the Term A-3 Loans on the Second Amendment Effective Date, the Term A-3 Commitment of each Term A-3 Lender will be permanently reduced to zero and be terminated. (b) Unless previously terminated, (i) the Aggregate Term A-1 Commitments will terminate in full at 5:00 p.m. on the last day of the Availability Period with respect to the Term A-1 Facility and (ii) the Aggregate Term A-2 Commitments will terminate in full at 5:00 p.m. on the last day of the Availability Period with respect to the Term A-2 Facility. (c) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Term A-1 Commitments or the Aggregate Term A- 2 Commitments, or from time to time permanently reduce the Aggregate Term A-1 Commitments or the Aggregate Term A-2 Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 12:00 Noon five (5) Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder reduction, and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (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. Each such notice of termination shall specify such election to terminate, the relevant Class(es) of Commitments to be terminated, and (iii) the 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; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingseffective date thereof. The Administrative Agent will promptly notify the Lenders of the relevant Class(es) of any such notice of termination or reduction of Commitments of such Class(es). A notice delivered by the Aggregate Commitments. Borrower pursuant to this Section 2.07(c) may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (d) Any reduction of the Aggregate Term A-1 Commitments pursuant to Section 2.07(b) or (c) shall be applied to the Term A-1 Commitment of each Lender according to its Applicable PercentagePercentage of the Term A-1 Facility. All fees accrued until the effective date of any termination Any reduction of the Aggregate Term A-2 Commitments pursuant to Section 2.07(b) or (c) shall be paid on applied to the effective date Term A-2 Commitment of such termination.each Lender according to its Applicable Percentage of the Term A-2

Termination or Reduction of Commitments. (a) The Borrower mayshall have the right, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the Aggregate CommitmentsRevolving Commitments or, or from time to time permanently time, to reduce the Aggregate amount of the Revolving Commitments; provided that (i) any no such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Revolving Commitments may be received on the date of termination), (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 Borrower shall not terminate or reduce the Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. 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 Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid Revolving Loans and Swingline Loans made on the effective date thereof, the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Revolving Commitments. (b) If a Successful Debt Tender is consummated on or prior to the Closing Date and any Existing Notes are not purchased as a result thereof, then the Tranche B Term Commitments shall be reduced (effective prior to the borrowing of Tranche B Initial Term Loans) by the excess of (i) the amount that would have been used to purchase such Existing Notes if they had been tendered and purchased in accordance with the terms of such terminationSuccessful Debt Tender (including by the amount of any consent fees that would have been payable in respect thereof) over (ii) the additional amount, if any, that the Merger Consideration would have been reduced pursuant to Section 1.04(c) of the Transaction Agreement if such Existing Notes had been so purchased; provided that no such reduction shall be required if such excess is equal to or less than $2,000,000. (c) The Tranche B Term Commitments and Institutional L/C Commitments shall terminate upon funding thereof on the Closing Date. Unless previously terminated, the Revolving Commitments shall terminate on the Revolving Termination Date.

Termination or Reduction of Commitments. The Borrower may(a) Upon the Effective Date, upon a portion of the Commitments of certain Extending Lenders may be reduced, in each case, without a pro rata reduction of the Commitments of any other Lenders. After such reduction, the Commitments of the Lenders shall be as set forth on Schedule 1.1 hereto. (b) Upon at least five (5) Business Days’ prior written notice to the Administrative Agent, terminate the Aggregate CommitmentsBorrowers may at any time in whole permanently terminate, or from time to time in part permanently reduce reduce, the Aggregate Commitments; provided that that, no termination or partial reduction of the Commitments of the Non-Extending Lenders shall be permitted unless the Borrowers shall have (i) any such provided at least thirty (30) days prior written notice shall be received by to the Administrative Agent not later than 1:00 p.m. three Business Days prior and (ii) satisfied the requirements of SECTION 6.8(a). Each such reduction or termination shall first be applied, if no Default or Event of Default then exists or would arise therefrom, ratably to the date Commitments of termination each Non-Extending Lender and, after the Commitments of the Non-Extending Lenders have been terminated in full, shall be applied ratably to the Commitments of each Extending Lender. If such a Default or reduction (except that if no Loans are outstanding hereunder and no Letters Event of Credit are issued and outstanding hereunder Default exists or the effectiveness of a new credit facility for the Borrower is conditioned on would arise from the termination of this Agreementany portion of the Commitments, any notice terminating each such reduction or termination shall be applied ratably to the Aggregate Commitments may be received on the date of termination), (ii) any each Lender. Each such partial reduction shall be in an aggregate the principal amount of $5,000,000 or any whole integral multiple of $1,000,000 in excess thereof. Each notice of such reduction or termination shall be irrevocable when given. At the effective time of each such reduction or termination, the Borrowers shall pay to the Administrative Agent for application as provided herein (i) all Commitment Fees and Extended Term Unused Fees accrued on the unused portion of the Commitments so terminated or reduced through the date thereof, and (iiiii) any amount by which the Borrower Credit Extensions outstanding on such date exceed the amount to which the Commitments are to be reduced effective on such date, in each case pro rata based on the amount prepaid. Upon the termination of all Commitments by the Borrowers hereunder and the Borrowers’ payment and satisfaction in full of all Obligations, all Letters of Credit shall not terminate have expired or reduce terminated (or been collateralized in a manner satisfactory to the Aggregate Commitments if, after giving effect thereto Issuing Banks) and all Letter of Credit Outstandings have been reduced to any concurrent prepayments hereunderzero (or collateralized in a manner satisfactory to the Issuing Banks), the Total Outstandings would exceed Collateral Agent and Administrative Agent shall, subject to SECTION 9.6, release their respective Liens in the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in fullCollateral and, the Borrower has Cash Collateralized, or provided other support acceptable subject to the applicable L/C Issuer(s) forIntercreditor Agreement, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of deliver any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied possessory Collateral 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 terminationBorrowers or their designee.

Termination or Reduction of Commitments. (a) The Borrower mayshall have the right to terminate the Commitments in full in connection with a prepayment of all the outstanding Loans in accordance with Sections 2.7 or 2.8. (i) The Borrower shall have the right, upon not less than three (3) Business Days’ notice to the Administrative Agent, terminate the Aggregate Commitmentsto terminate, or from time to time permanently reduce, any of the Construction Loan Commitments (and correspondingly terminate or reduce the Aggregate CommitmentsTerm Loan Commitments in the same amount); provided that (i) any each reduction of such notice Construction Loan Commitments (other than a Construction Loan Commitment reduction to zero) shall be received by in an amount that is an integral multiple of $10,000 and not less than $250,000 (or if less, the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date remaining amount of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of terminationsuch Construction Loan Commitments), (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 Borrower shall not terminate or reduce the Aggregate Construction Loan Commitments iffor a Construction Loan Tranche unless, after giving effect thereto and to any concurrent prepayments hereunderthereto, the Total Outstandings would exceed remaining unused amount of the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Construction Loan Commitments if all Loans have been paid in fullfor such Construction Loan Tranche, the Borrower has Cash Collateralized, amount of the Equity Commitment for such Project and any other cash in the Construction Account or provided other support acceptable the Loss Proceeds Account is sufficient to fund all Project Costs for such Project projected to be incurred from the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice date of termination or reduction of Construction Loan Commitments through the Aggregate Commitmentsapplicable Term Conversion Date, as certified to the Lenders by the Borrower and confirmed by the Independent Engineer and (iii) no such termination or reduction would reasonably be expected to cause a Default or Event of Default. Any such termination or reduction of the Aggregate Construction Loan 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 (and corresponding reduction of the Aggregate Term Loan Commitments) shall permanently reduce the Construction Loan Commitments and the Term Loan Commitments. In the event the Borrower terminates all of the Commitments in accordance with this Section 2.10(a)(i), the Borrower shall be paid on the effective date of such termination, terminate the DSR Letters of Credit. (b) The Borrower shall have the right, upon not less than three (3) Business Days’ notice to the Administrative Agent and the applicable DSR LC Issuing Banks, to terminate, or from time to time reduce, any of the DSR LC Commitments; provided that (i) each reduction of the DSR LC Commitments shall be in an amount that is an integral multiple of $10,000 and not less than $250,000 (or, if less, the remaining amount of the DSR LC Commitments) and (ii) the Borrower shall not terminate or reduce the DSR LC Commitments unless, after giving effect thereto, the DSR Requirement shall be satisfied in accordance with the Depositary Agreement. Any such termination or reduction in the DSR LC Commitments shall permanently reduce the DSR LC Commitments then in effect.

Termination or Reduction of Commitments. (a) The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that provided, that, except as otherwise agreed by the Administrative Agent in its sole discretion, (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. five (5) Business Days prior to the date of such termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)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 Borrower 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; provided that the Borrower may terminate , and (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullRevolving Commitments, the Borrower has Cash CollateralizedLetter of Credit Sublimit, the Swing Line Sublimit or provided other support acceptable to the applicable L/C Issuer(s) forAlternative Currency Sublimit exceeds the amount of the Aggregate Revolving Commitments, all outstanding Letters the Letter of CreditCredit Sublimit, and there are no outstanding L/C Borrowingsthe Swing Line Sublimit or the Alternative Currency Sublimit, as applicable, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Any notice delivered by the Company pursuant to this Section 2.06(a) may state that such notice is conditioned upon the effectiveness of other transactions, 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 reduction 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 termination. (b) The Company may, upon notice to the Administrative Agent, terminate the Term Facility, or from time to time permanently reduce the Term Commitments under the Term Facility; provided, that, except as otherwise agreed by the 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 (5) Business Days prior to the date of such termination or reduction, 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 Term Lenders of any such notice of termination or reduction of the Term Commitments. Any notice delivered by the Company pursuant to this Section 2.06(b) may state that such notice is conditioned upon the effectiveness of other transactions, 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 reduction of the Term Facility shall be applied to the Term Commitment of each Term Lender according to its Applicable Percentage with respect to the Term Facility. All fees accrued until the effective date of any termination of the Term Facility shall be paid on the effective date of such termination. (c) The aggregate Term Commitments shall be automatically and permanently reduced (i) by the amount of any Term Borrowing on the date of such Term Borrowing pursuant to Section 2.01(b), and (ii) to zero on the last day of the Availability Period for the Term Facility.

Termination or Reduction of Commitments. (a) The Borrower mayshall have the right, upon not less than three (3) Business Days' written notice to the Administrative AgentBank, to terminate the Aggregate CommitmentsCommitments or, or from time to time permanently time, to reduce the Aggregate amount of the Commitments; provided , provided, that (i) any after giving effect to such reduction, the aggregate outstanding principal amount of the Loans plus the aggregate LOC Obligations shall not exceed the aggregate Commitments and (ii) such notice shall be received accompanied by a certificate of the Administrative Construction Agent not later than 1:00 p.m. three Business Days prior stating that the amount equal to ninety-seven percent (97%) of aggregate Budgeted Total Property Costs as of the date of termination or such reduction does not exceed the aggregate amount of Available Commitments as of such date after giving effect to such reduction. Any such reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (iiA) any such partial reduction shall be in an aggregate amount equal to the lesser of $5,000,000 or any whole multiple of (1) $1,000,000 in excess (or an even multiple thereof, ) or (2) the remaining Available Commitments and (iiiB) shall reduce permanently the Commitments then in effect. (b) Except for the Commitment to issue Letters of Credit which shall continue until the date five (5) days prior to the Maturity Date (provided, however, in no event shall any Letter of Credit issued pursuant hereto have an expiry date (including without limitation pursuant to any extension thereof) after the Maturity date), the Commitments respecting any particular Property shall automatically be reduced to zero (0) upon the occurrence of the Rent Commencement Date respecting such Property. On any date on which the Commitments shall automatically be reduced to zero (0) pursuant to Section 6, the 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; provided that the Borrower may terminate the Aggregate Commitments if prepay all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) foroutstanding Loans, all outstanding amounts under the Letters of Credit, Credit and there are no outstanding L/C Borrowings. 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 in each Lender according to its Applicable Percentage. All fees case together with accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such terminationunpaid interest thereon and all other amounts owing thereunder.

Termination or Reduction of Commitments. The Borrower may(a) Unless previously terminated, upon notice to the Administrative Agent, unused Commitments shall terminate on the Aggregate Commitments, or from time to time permanently reduce last day of the Aggregate Commitments; provided that Commitment Period. (b) If (i) a Mandatory Prepayment Event occurs at any such notice shall time during the Commitment Period and a mandatory prepayment of the Loans would be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior required pursuant to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of terminationSection 2.5(b), (ii) there are any unused Commitments on such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereofdate, and (iii) the Borrower elects to reduce the Commitments in lieu of making a required mandatory prepayment of the Loans pursuant to Section 2.5(b) (or there are no Loans outstanding), then on the date of such Mandatory Prepayment Event, the unused Commitments shall be reduced by an amount equal to the Net Cash Proceeds received by the Parent, the Borrower or any Subsidiary of the Borrower from such Mandatory Prepayment Event that would have been required to be applied to a mandatory prepayment of the Loans pursuant to Section 2.5(b). On the date of such Mandatory Prepayment Event, the Borrower shall deliver to the Agent a certificate of a Responsible Officer of the Borrower confirming the Borrower’s election to reduce the Commitments (in lieu of making the mandatory prepayment of Loans) and setting forth in reasonable detail the calculation of the Net Cash Proceeds to be applied to such reduction of the Commitments, whereupon the Commitment of each Lender shall be reduced by an amount equal to such Lender’s Commitment Percentage of such Net Cash Proceeds. (c) The Borrower may at any time terminate, or from time to time reduce, the unused Commitments; provided that each reduction of the unused Commitments shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (d) The Borrower shall notify the Agent of any election to terminate or reduce the Aggregate Commitments ifunder paragraph (c) of this Section 2.10 by 2:00 p.m. at least one (1) Business Day prior to the effective date of such termination or reduction, after giving effect thereto specifying such election and to the effective date thereof. Promptly following receipt of any concurrent prepayments hereundernotice, the Total Outstandings would exceed Agent shall advise the Aggregate CommitmentsLenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.10 shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may terminate state that such notice is conditioned upon the Aggregate Commitments if all Loans have been paid effectiveness of other credit facilities, in full, which case such notice may be revoked by the Borrower has Cash Collateralized, or provided other support acceptable (by notice to the applicable L/C Issuer(sAgent on or prior to the specified effective date) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsif such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of Any termination or reduction of the Aggregate CommitmentsCommitments shall be permanent. Any Each reduction of the Aggregate Commitments shall be applied to made ratably among the Lenders in accordance with their respective 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 terminationPercentages.

Termination or Reduction of Commitments. (a) Unless previously terminated, all Revolving Commitments shall terminate on the Termination Date. (b) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitmentsmay at any time terminate, or from time to time permanently reduce reduce, the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by each reduction of the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Revolving Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount that is an integral multiple of $5,000,000 or any whole multiple of and not less than $1,000,000 in excess thereof, 5,000,000 and (iiiii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunderprepayment of the Loans in accordance with Section 2.12, (A) any Bank’s Revolving Credit Exposure would exceed its Revolving Commitment or (B) the Total Outstandings Revolving Credit Exposure would exceed the Aggregate total Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three (3) Business Days (or such lesser period as the Administrative Agent shall agree in writing (including electronic communications) in its sole discretion) prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Banks of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may terminate state that such notice is conditioned upon the Aggregate Commitments if all Loans have been paid effectiveness of other credit facilities or other transactions specified therein, in full, which case such notice may be revoked by the Borrower has Cash Collateralized, or provided other support acceptable (by notice to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify on or prior to the Lenders of any specified effective date) if such notice of condition is not satisfied. Any termination or reduction of the Aggregate CommitmentsRevolving Commitments shall be permanent. Any Each reduction of the Aggregate Revolving Commitments shall be applied to made ratably among 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 terminationRevolving Banks in accordance with their respective Revolving Commitments.

Termination or Reduction of Commitments. (a) Unless previously terminated, all Revolving Commitments shall terminate on the Revolving Termination Date. Any Term Loan Commitment shall terminate upon the funding of the related Term Loan. (b) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitmentsmay at any time terminate, or from time to time permanently reduce reduce, the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by each reduction of the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Revolving Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount that is an integral multiple of $5,000,000 or any whole multiple of and not less than $1,000,000 in excess thereof, 5,000,000 and (iiiii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunderprepayment of the Loans in accordance with Section 2.12, (A) any Bank’s Revolving Credit Exposure would exceed its Revolving Commitment or (B) the Total Outstandings Revolving Credit Exposure would exceed the Aggregate total Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three (3) Business Days (or such lesser period as the Administrative Agent shall agree in writing (including electronic communications) in its sole discretion) prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Banks of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may terminate state that such notice is conditioned upon the Aggregate Commitments if all Loans have been paid effectiveness of other credit facilities or other transactions specified therein, in full, which case such notice may be revoked by the Borrower has Cash Collateralized, or provided other support acceptable (by notice to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify on or prior to the Lenders of any specified effective date) if such notice of condition is not satisfied. Any termination or reduction of the Aggregate CommitmentsRevolving Commitments shall be permanent. Any Each reduction of the Aggregate Revolving Commitments shall be applied to made ratably among 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 terminationRevolving Banks in accordance with their respective Revolving Commitments.

Termination or Reduction of Commitments. The Borrower mayshall have the right, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Aggregate CommitmentsRevolving Credit Commitments or, or from time to time permanently time, to reduce the Aggregate Commitmentsaggregate amount of the Revolving Credit Commitments (ratably among the Lenders in proportion to their Ratable Shares); provided that (i) any no such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Revolving Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (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 Borrower shall not terminate or reduce the Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. 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 Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid Revolving Credit Loans made on the effective date thereof, the Revolving Facility Usage would exceed the aggregate Revolving Credit Commitments of the Lenders. Any such terminationreduction shall be in an amount equal to $5,000,000, or a whole multiple thereof, and shall reduce permanently the Revolving Credit Commitments then in effect. Any such reduction or termination shall be accompanied by prepayment of the Revolving Credit Loans, together with outstanding Commitment Fees, and the full amount of interest accrued on the principal sum to be prepaid (and all amounts referred to in Section 5.11 hereof) to the extent necessary to cause the aggregate Revolving Facility Usage after giving effect to such prepayments to be equal to or less than the Revolving Credit Commitments as so reduced or terminated. Any notice to reduce the Revolving Credit Commitments under this Section 2.4 shall be irrevocable; provided that any notice of a termination in full of the Revolving Credit Commitments under this Section 2.4 may be conditioned solely upon the effectiveness of another credit facility or any other financing, sale or similar transaction. The Revolving Credit Commitments shall be automatically and permanently reduced to zero on the Revolving Credit Maturity Date, and the Term Loan Commitments shall be automatically and permanently reduced to zero on the Closing Date.

Termination or Reduction of Commitments. The Borrower mayshall have the right, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Aggregate CommitmentsRevolving Commitments or, or from time to time permanently time, to reduce the Aggregate CommitmentsMaximum Revolving Advance Amount; provided that (i) any no such notice termination of Revolving Commitments or reduction of the Maximum Revolving Advance Amount shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that permitted if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (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 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; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. 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 Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid Revolving Advances and Swing Loans made on the effective date thereof, (i) the aggregate amount of Revolving Advances, Swing Loans and the Maximum Undrawn Amount of all Letters of Credit would exceed the aggregate Revolving Commitments of all Lenders or (ii) the Maximum Revolving Advance Amount would be less than $1,000,000. Any such reduction shall be in an amount equal to $250,000, or a whole multiple of $50,000 in excess thereof (or such lesser amounts outstanding), and shall reduce permanently (A) on a pro rata basis the Revolving Commitments then in effect and (B) on a pro rata basis (as between the Maximum Revolving Advance Amount and the Letter of Credit Sublimit), the Letter of Credit Sublimit; provided, that, any such reduction shall be in a whole multiple of $100,000 (or such lesser amount outstanding); provided further that, if a LIBOR Rate Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, unless waived by the Agent in its sole discretion, the Borrower shall also pay any amounts owing pursuant to Section 2.2(g); provided, however, except in the case of a prepayment in full of the Obligations, that any such prepayment shall be applied first to outstanding Domestic Rate Loans and the remainder thereafter applied to prepay the LIBOR Rate Loan (such application to LIBOR Rate Loans with Interest Periods expiring on a date or dates nearest the date of such terminationprepayment); and provided further that in connection with any such reduction or termination the Borrower shall pay the applicable Prepayment Premium (if any).

Termination or Reduction of Commitments. CANCELLATION OF CAPITAL CORPORATION AS BORROWER. (a) The Borrower mayBorrowers, acting jointly, shall have the right, upon not less than five Business Days' notice to the Administrative Agent, to terminate the Aggregate CommitmentsCommitments or, or from time to time permanently time, reduce the Aggregate amount of the Commitments; provided , PROVIDED that (i) any such notice reduction shall be received accompanied by prepayment of Committed Rate Loans hereunder and/or Committed Linked Loans under the Administrative Agent not later than 1:00 p.m. three Business Days prior Linked Agreement, together with accrued interest on the amount so prepaid to the date of termination or reduction (except such prepayment, to the extent, if any, that if no the aggregate outstanding principal amount of all Loans are outstanding hereunder and no Letters plus the aggregate Equivalent Amount of Credit are issued and outstanding hereunder or all Linked Loans exceeds the effectiveness amount of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)as then reduced, (ii) any such partial reduction shall be in an aggregate amount accompanied by a reduction of $5,000,000 or any whole multiple the "Commitments" of $1,000,000 in excess thereof, the Linked Lenders under the Linked Agreement to the extent required to cause such "Commitments" not to exceed the Commitments of the Tranche B Banks hereunder and (iii) the 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; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. 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 accompanied by termination of the Commitment "Commitments" of each Lender according to its Applicable Percentage. All fees accrued until the effective date Linked Lenders under the Linked Agreement and prepayment in full of the Loans then outstanding hereunder in accordance with subsection 2.6, and any termination of a Bank's Commitment pursuant to subsection 2.13, 2.16 or 2.17 shall, with respect to each affected Loan, on the Aggregate Commitments last day of the applicable Interest Period therefor or, if earlier, on such earlier date as shall be paid on notified by the effective Borrowers, be accompanied by prepayment in full of such Loan, together with, in each case, accrued interest thereon to the date of such terminationprepayment, the payment of any unpaid facility fee then accrued hereunder, and the payment of any amounts then payable pursuant to subsections 2.13, 2.14, 2.15 and 2.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)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 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, 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 Sublimit shall be automatically reduced by the amount of such excess. The amount of any such Aggregate Commitment reduction under this clause (a) shall not be applied to the Letter of Credit Sublimit unless otherwise specified by the Borrower. (b) In the event and on each occasion that, prior to the termination of the Commitments in accordance with Section 2.06(a) or (c), any Net Proceeds are received by or on behalf of the Borrower or any of its Subsidiaries in respect of any Commitment Reduction/Prepayment Event, (i) the Borrower shall, within seven Business Days following the day of such receipt, deliver to the Administrative Agent a notice thereof setting forth the nature of such Commitment Reduction/Prepayment Event and the amount of such Net Proceeds (together with a reasonably detailed calculation thereof), and (ii) the Commitments will be automatically and permanently reduced ratably by the amount of such Net Proceeds (or, if less, by the aggregate amount of the Commitments then in effect), such reduction to be effective on the day on which such Net Proceeds are received; provided provided, that in the case of any Commitment Reduction/Prepayment Event described in clause (c) of the definition of such term, (x) (A) no proceeds realized in a single transaction or series of related transactions shall constitute Net Proceeds unless such proceeds shall exceed $50,000,000 and (B) no proceeds shall constitute Net Proceeds until the aggregate amount of all such proceeds since the Closing Date shall exceed $100,000,000, and (y) if the Borrower shall, in such notice to the Administrative Agent, state that the Borrower may terminate intends to cause the Net Proceeds from such Commitment Reduction/Prepayment Event (or a portion thereof specified in such notice) to be applied, or committed to be applied, within 180 days after receipt of such Net Proceeds to acquire, construct, improve, upgrade or repair assets (other than cash or cash equivalents) to be used in the business of the Borrower and its Subsidiaries, or to consummate any business acquisition by the Borrower or any of its Subsidiaries, then the amount of the reduction of the Commitments under this Section 2.06(b) on account of such Commitment Reduction/Prepayment Event shall be reduced by the amount of the Net Proceeds specified by the Borrower in such notice as intended to be so reinvested. (c) The Aggregate Commitments if all Loans have been paid in full, shall automatically terminate on the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(sMaturity Date. (d) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction (or any notice of any termination or reduction) of the Aggregate CommitmentsCommitments under this Section 2.06 (other than pursuant to clause (c)). Any reduction of the Aggregate 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 Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower BorrowerCompany may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 2:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower BorrowerBorrowers is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (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 Borrower BorrowerCompany 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; provided that the Borrower BorrowerCompany may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower BorrowerCompany has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C BorrowingsBorrowings and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Canadian Dollar Sublimit and/or the Canadian Borrower Sublimit exceeds the amount of the Aggregate Commitments, such Canadian Dollar Sublimit and/or Canadian Borrower Sublimit shall be automatically reduced by the amount of such excess. 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 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.

Termination or Reduction of Commitments. (a) Unless previously terminated, (i) each Term Commitment shall terminate at 5:00 p.m., New York City time, on the Closing Date, (ii) each Revolving Commitment shall terminate on the Maturity Date and (iii) the obligations of each L/C Issuer to issue, amend, renew or extend Letters of Credit shall terminate on the date on which the Aggregate Primary Revolving Commitments terminate or, if earlier, on the Letter of Credit Expiration Date. (b) The Borrower Aggregate Primary Revolving Commitments shall automatically be permanently reduced by the amount of the Committed Primary Revolving Loans prepaid pursuant to Section 2.05(d) (or, if the Net Proceeds in respect of any Prepayment Event exceed the aggregate principal amount of the Committed Primary Revolving Loans outstanding on the date of the prepayment required to be made pursuant to Section 2.05(d) on account of the receipt of such Net Proceeds, the amount of the Committed Primary Revolving Loans that would have been required to be prepaid pursuant to Section 2.05(d) had the Aggregate Primary Revolving Commitments been drawn in full as Committed Primary Revolving Loans), the amount of each such reduction to be effective on the date of any such prepayment (or, if applicable, on the date such prepayment would have been required to be made pursuant to Section 2.05(d) had the Aggregate Primary Revolving Commitments been so drawn in full); provided that, in the event prior to the effectiveness of any such reduction the Company shall have notified the Administrative Agent of its exercise of such option, then, at the option of the Company, the amount of such reduction may be rounded to the nearest whole multiple of $500,000. The Applicable Agent will promptly notify the applicable Revolving Lenders of any such reduction of the Aggregate Primary Revolving Commitments. (c) The Company may, upon written notice to the Administrative Applicable Agent, terminate the Aggregate Primary Revolving Commitments or the Aggregate Singapore Revolving Commitments, or from time to time permanently reduce the Aggregate Primary Revolving Commitments or the Aggregate Singapore Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Applicable Agent not later than 1:00 p.m. 11:00 a.m., Specified Time, three Business Days Days, in the case of the Primary Revolving Subfacility, or four Business Days, in the case of the Singapore Revolving Subfacility, prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)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, and (iii) the Borrower Company shall not terminate or reduce the Aggregate Primary Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Primary Revolving Outstandings would exceed the Aggregate Primary Revolving Commitments; provided that , (iv) the Borrower may Company shall not terminate or reduce the Aggregate Singapore Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Singapore Revolving Outstandings would exceed the Aggregate Singapore Revolving Commitments and (v) if, after giving effect to any reduction of the Aggregate Primary Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Primary Revolving Commitments, such Sublimit shall be automatically reduced by the amount of such excess. Any such notice of the termination of the Aggregate Commitments if all Loans have been paid may state that it is conditioned upon the occurrence of the events specified therein, in full, which case such notice may be revoked by the Borrower has Cash Collateralized, or provided other support acceptable Company (by notice to the applicable L/C Issuer(sApplicable Agent prior to the specified date of effectiveness of such termination) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsif such condition is not satisfied. The Administrative Applicable Agent will promptly notify the applicable Revolving Lenders of any such notice of termination or reduction of the Aggregate Primary Revolving Commitments or the Aggregate Singapore Revolving Commitments. The amount of any Aggregate Primary Revolving Commitment reduction shall not be applied to the Letter of Credit Sublimit unless otherwise specified by the Company. (d) Any reduction of the Aggregate Primary Revolving Commitments or the Aggregate Singapore Revolving Commitments pursuant to this Section 2.06 shall be applied to the Commitment of the applicable Class of each Lender according to in accordance with its Applicable PercentageShare. All commitment fees accrued until on the amount of the Aggregate Primary Revolving Commitments or the Aggregate Singapore Revolving Commitments so terminated or reduced to the effective date of any such termination of the Aggregate Commitments shall be paid on the effective date of such terminationtermination or reduction.

Termination or Reduction of Commitments. (a) Unless previously terminated, the Commitments shall terminate at 5:00 p.m., New York City time, on the Availability Termination Date. (b) On the date of each Loan of any Class made by any Lender, such Lender's Commitment of such Class shall be reduced by an amount equal to such Loan. (c) In the event that a prepayment of Loans would be required pursuant to paragraph (b), (c), (d) or (e) of Section 2.03, the Commitments then in effect shall be reduced as and to the extent required by Section 2.03. (d) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitmentsmay at any time terminate, or from time to time permanently reduce reduce, the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. Commitments upon at least three Business Days notice to the Administrative Agents; PROVIDED that, prior to the date of any such termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (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 Borrower shall not terminate or reduce the Aggregate Commitments ifunless, after giving effect thereto and to any concurrent prepayments hereunderrepayment of Loans, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate there will not be any Commitments if all in effect and there will not be any Loans have been paid in fulloutstanding), the Borrower has Cash Collateralizedshall demonstrate, or provided other support acceptable to the reasonable satisfaction of the Requisite Lenders, either (i) availability of alternative funds on a dollar-for-dollar basis and on terms reasonably satisfactory to the Requisite Lenders or (ii) that after giving effect to such termination or reduction, there shall be sufficient Commitments (or other alternative funds available on terms reasonably satisfactory to the Requisite Lenders) to finance the build-out and operation of the Project in a manner that will enable Holdings to comply with the covenants contained in Sections 6.16 through 6.25 at all times during the period from the date of such termination or reduction until the Maturity Date; PROVIDED FURTHER that, after giving effect to such reduction or termination, there shall be sufficient Commitments under each Participating Credit Agreement for the payment of any Supplier Manufactured Items which have been ordered under the applicable L/C Issuer(sSupply Contract and for which the applicable Supplier has not yet been paid; PROVIDED FURTHER that each reduction of less than all remaining Commitments pursuant to this paragraph (d) for, all outstanding Letters shall be in an amount that is an integral multiple of Credit, $1,000,000 and there are no outstanding L/C Borrowingsnot less than $3,000,000. The Administrative Agent will promptly Borrower shall not have the right optionally to terminate or reduce any Commitments except as provided herein. (e) The Borrower shall notify the Lenders Administrative Agents of any election to terminate or reduce the Commitments of any Class under paragraph (d) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, each Administrative Agent shall advise the Lenders in its Lender Group of the contents thereof. Each notice of delivered by the Borrower pursuant to this Section shall be irrevocable. Any termination or reduction of the Aggregate CommitmentsCommitments shall be permanent. Any Each reduction or termination of the Aggregate Commitments pursuant to paragraph (c) of this Section shall be applied as provided in Section 2.03(g). Each reduction or termination of the Commitments pursuant to paragraph (d) of this Section shall be applied to the Commitment all Commitments of each Lender according Class under all Participating Credit Agreements then in effect ratably; PROVIDED that the Borrower may elect to its Applicable Percentage. All fees accrued until terminate or reduce Commitments under a Participating Credit Agreement (without terminating or ratably reducing other Commitments) if Holdings and the effective date Borrower certify to the Administrative Agents under the other Participating Credit Agreements that such termination or reduction reflects anticipated reduced purchases under and in accordance with the related Supply Contract and otherwise in accordance with paragraph (d) of any termination of the Aggregate Commitments shall be paid on the effective date of such terminationthis Section.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. New York time three (3) Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple 500,000 and in increments of $1,000,000 200,000 in excess thereof, and (iii) the 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; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the applicable Lenders of any such notice of termination or reduction of any of the Aggregate Commitments. Any reduction of the Aggregate Term Loan Commitments, the Capital Expenditure Loan Commitments and the Revolving Loan Commitments shall be applied to made ratably among the Commitment of each Lender according to its Applicable PercentageTerm Loan Lenders, the Capital Expenditure Loan Lenders and the Revolving Loan Lenders, as the case may be, in accordance with their respective Commitments. 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) The Term Loan Commitments shall automatically terminate on the Term Loan Commitment Termination Date. (c) The Capital Expenditure Loan Commitments shall automatically terminate on the Capital Expenditure Loan Commitment Termination Date. (d) The Revolving Loan Commitments shall automatically terminate on the Revolving Loan Commitment Termination Date. (e) Any termination or reduction of any of the Commitments shall be permanent. (f) The Revolving Loan Commitments shall automatically be reduced by the amount of any LC Reduction.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments shall be automatically and permanently terminated at 5:00 p.m., New York City time, on the Closing Date. The Delayed Term Loan Commitments shall be automatically and permanently terminated at 5:00 p.m., New York City time, on the Delayed Termination Date. (b) Notwithstanding any other provision of this Agreement, each Revolving Credit Lender's Revolving Credit Commitment shall automatically be permanently reduced on September 30 of each calendar year (except with respect to 2006, during which there will be one reduction on Revolving Credit Termination Date in an amount equal to the lesser of the amount set forth below opposite the year 2006 and the Revolving Credit Commitments in effect at such time) by the product of (x) the amount set forth opposite such calendar year and (y) such Lender's Revolving Credit Percentage: Year Amount ---- ------ 2001 $ 2,000,000 2002 $ 2,000,000 2003 $ 4,000,000 2004 $ 4,000,000 2005 $ 8,000,000 2006 $20,000,000 If at the time of any mandatory reduction of the Revolving Credit Commitments pursuant to this subsection 2.7(b), the aggregate principal amount of the Revolving Credit Loans, Swingline Loans and Letters of Credit then outstanding exceeds the Revolving Credit Commitments as so reduced on such date, the Borrower shall on such date prepay the Revolving Credit Loans and Swingline Lines (and to the extent necessary cash collateralize any outstanding Letters of Credit) in the amount of such excess, together with accrued interest thereon to the date of payment. (c) The Borrower mayshall have the right, upon not less than three Business Days' notice to the Administrative Agent, to terminate the Aggregate CommitmentsRevolving Credit Commitments or the Delayed Term Loan Commitments or, or from time to time permanently time, to reduce the Aggregate amount of the Revolving Credit Commitments or the Delayed Term Loan Commitments; , provided that (i) any no such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of with respect to Revolving Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (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 Borrower shall not terminate or reduce the Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of Swingline Loans and the Aggregate 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 Commitments shall be paid Revolving Credit Loans made on the effective date thereof, the Total Revolving Extensions of such terminationCredit would exceed the Revolving Credit Commitments then in effect. Any reduction pursuant to this subsection 2.7(c) shall be in an amount equal to $1,000,000, or a whole multiple of $500,000 in excess thereof, and shall reduce permanently the Revolving Credit Commitments or the Delayed Term Loan Commitments, as applicable, then in effect. Upon receipt of any notice pursuant to this subsection 2.7(c), the Administrative Agent shall promptly notify each Committed Term Loan Lender or each Revolving Credit Lender and the Swingline Lender, as applicable, of the contents thereof).

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (ia) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (iib) 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 (iiic) the 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; provided that the Borrower may terminate . A notice of termination of the Aggregate Commitments if all Loans have been paid in full, delivered by the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters Administrative Agent may state that such notice is conditioned upon the effectiveness of Creditother credit facilities, and there are no outstanding L/C Borrowingsif 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 that the refinancing condition has not been met and the termination is to be revoked. In all other cases, notices provided pursuant to this Section 2.05 shall be irrevocable when given. 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 Applicable PercentagePro 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.

Termination or Reduction of Commitments. The (a) On the date on which each Term Loan shall be made to Borrower, the Aggregate Term Commitments shall be automatically and permanently reduced on such date by an amount equal to the aggregate original principal amount of such Term Loan. Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Term Commitments, or from time to time permanently reduce the Aggregate Term Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)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, and (iii) the Borrower shall not terminate or reduce the Aggregate Term Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Term Loan Outstandings would exceed the Aggregate Term Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Term Lenders of any such notice of termination or reduction of the Aggregate Term Commitments. Any reduction of the Aggregate Term Commitments shall be applied to the Term Commitment of each Term Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Term Commitments shall be paid on the effective date of such termination. (b) Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving 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 $500,000 or any whole multiple of $100,000 in excess thereof, (iii) Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Loan Outstandings would exceed the Aggregate Revolving Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Credit Commitment of each Revolving Lender according to its Applicable 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 termination.

Termination or Reduction of Commitments. (a) Unless previously terminated, the Commitments shall terminate at 5:00 p.m., New York City time, on the Availability Termination Date. (b) On the date of each Loan of any Class made by any Lender, such Lender's Commitment of such Class shall be reduced by an amount equal to such Loan. (c) In the event that a prepayment of Loans would be required pursuant to paragraph (b), (c), (d) or (e) of Section 2.03, the Commitments then in effect shall be reduced as and to the extent required by Section 2.03. (d) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitmentsmay at any time terminate, or from time to time permanently reduce reduce, the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. Commitments upon at least three Business Days notice to the Administrative Agents; provided that, prior to the date of any such termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (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 Borrower shall not terminate or reduce the Aggregate Commitments ifunless, after giving effect thereto and to any concurrent prepayments hereunderrepayment of Loans, there will not be any Commitments in effect and there will not be any Loans outstanding), the Total Outstandings would exceed Borrower shall demonstrate, to the Aggregate Commitmentsreasonable satisfaction of the Requisite Lenders, either (i) availability of alternative funds on a dollar-for-dollar basis and on terms reasonably satisfactory to the Requisite Lenders or (ii) that after giving effect to such termination or reduction, there shall be sufficient Commitments (or other alternative funds available on terms reasonably satisfactory to the Requisite Lenders) to finance the build-out and operation of the Project in a manner that will enable Holdings to comply with the covenants contained in Sections 6.16 through 6.25 at all times during the period from the date of such termination or reduction until the Maturity Date; provided further that, after giving effect to such reduction or termination, there shall be sufficient Commitments under each Participating Credit Agreement for the payment of any Supplier Manufactured Items which have been ordered under the applicable Supply Contract and for which the applicable Supplier has not yet been paid; provided further that each reduction of less than all remaining Commitments pursuant to this paragraph (d) shall be in an amount that is an integral multiple of $1,000,000 and not less than $3,000,000. The Borrower shall not have the right optionally to terminate or reduce any Commitments except as provided herein. (e) The Borrower shall notify the Administrative Agents of any election to terminate or reduce the Commitments of any Class under paragraph (d) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, each Administrative Agent shall advise the Lenders in its Lender Group of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable. Any termination or reduction of the Commitments shall be permanent. Each reduction or termination of the Commitments pursuant to paragraph (c) of this Section shall be applied as provided in Section 2.03(g). Each reduction or termination of the Commitments pursuant to paragraph (d) of this Section shall be applied to all Commitments of each Class under all Participating Credit Agreements then in effect ratably; provided that the Borrower may elect to terminate the Aggregate or reduce Commitments under a Participating Credit Agreement (without terminating or ratably reducing other Commitments) if all Loans have been paid in full, Holdings and the Borrower has Cash Collateralized, or provided other support acceptable certify to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify Agents under the Lenders of any other Participating Credit Agreements that such notice of termination or reduction reflects anticipated reduced purchases under and in accordance with the related Supply Contract and otherwise in accordance with paragraph (d) of the Aggregate Commitments. Any reduction of the Aggregate 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 Commitments shall be paid on the effective date of such terminationthis Section.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)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 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, and (iv) the amount of any such Aggregate Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless (a) otherwise specified by the Borrower or (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 Sublimit shall be automatically reduced by the amount of such excess; provided further that such notice may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable (by notice to the applicable L/C Issuer(sAdministrative Agent on or prior to the specified prepayment date) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsif such condition is not satisfied. 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 Applicable PercentagePro 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.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 12:00 noon five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)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 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, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such sublimit shall be automatically reduced by the amount of such excess; provided that a notice of termination of the Aggregate Commitments delivered by the Borrower may terminate state that such notice is conditioned upon the Aggregate Commitments if all Loans have been paid effectiveness of other credit facilities or upon the closing of any acquisition or disposition, in full, which case such notice may be revoked by the Borrower has Cash Collateralized, or provided other support acceptable (by written notice to the applicable L/C Issuer(sAdministrative Agent delivered on or prior to the date that is one (1) for, all outstanding Letters of Credit, and there are no outstanding L/C BorrowingsBusiness Day prior to such termination date) if such condition is not satisfied. 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 or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate 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 Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder or such shorter period as the Administrative Agent may agree in its sole discretion) and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (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 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; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. If such notice from the Company described above in this paragraph is given in connection with a full or partial refinancing of the Commitments, such 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 date of the effectiveness of such termination) if such condition is not satisfied. Any reduction of the Aggregate 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 Commitments shall be paid on the effective date of such termination. (b) [Reserved]. (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) Prior to the Closing Date and following the termination in full of commitments under each of the Bridge Facility and the Existing Term Loan Facilities, the Aggregate Commitments shall be automatically and permanently reduced by the amounts set forth below: (i) 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 issuances 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 or officer's qualifying shares and/or other nominal amounts required to be held by Holdings or any of its 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 August 8, 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 proceeds (or in 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) sales or other dispositions between or among Group members, (ii) sales or other dispositions the net cash proceeds of which do not exceed $700,000,000 in the aggregate (it being agreed, for the avoidance of doubt, that only any relevant net cash proceeds in excess of such amount in the aggregate shall be required to be applied to commitment reductions hereunder), (iii) the sale or discount of receivables and related assets in connection with receivables financing, securitization or factoring arrangements and (iv) sale and leaseback transactions, the net cash proceeds of which do not exceed $100,000,000; provided, that Holdings shall notify 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, further that all mandatory commitment reductions pursuant to this Section 2.06(d) shall be applied without penalty or premium and will be applied on a pro rata basis amongst the Commitments.

Termination or Reduction of Commitments. The Borrower mayRepresentative (on behalf of the Borrowers) shall have the right, upon not less than one Business Day’s notice (to the extent there are no Term Benchmark Loans that are Revolving Loans outstanding at such time) or not less than three (3) Business Days’ notice (in any other case) to the Administrative Agent, to terminate the Aggregate CommitmentsRevolving Commitments or, or from time to time permanently time, to reduce the Aggregate amount of the Revolving Commitments; provided that (i) if any such notice of termination of the Revolving Commitments indicates that such termination is to be conditioned on one or more conditions precedent, such notice of termination may be revoked or automatically terminated if such conditions precedent are not satisfied and any Term SOFR Loan that was the subject of such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of continued as an ABR Loan. Any termination or reduction (except of Revolving Commitments pursuant to this Section 2.9 shall be accompanied by prepayment of the Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if no the aggregate Outstanding Amount of Revolving Loans are and Swingline Loans at such time is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower Representative shall, to the extent of the balance of such excess, Collateralize outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or Credit, in each case, in a manner reasonably satisfactory to the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any Administrative Agent. Any such partial reduction shall be in an aggregate amount equal to $1,000,000 or a whole multiple thereof or, if less than $1,000,000, the amount of $5,000,000 the Revolving Commitments, or any a whole multiple of $1,000,000 in excess thereof, and shall reduce permanently the Revolving Commitments then in effect. Each prepayment of the Loans under this Section 2.9 (iii) except in the 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; provided case of Revolving Loans that the Borrower may terminate the Aggregate Commitments if all are ABR Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable (to the applicable L/C Issuer(sextent all Revolving Loans are not being prepaid) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. 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 Swingline Loans) shall be applied accompanied by accrued interest 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 terminationprepayment on the amount prepaid.

Termination or Reduction of Commitments. The Borrower mayshall have the right, upon not less than three Business Days' notice to the Administrative Agent, to (i) terminate the Aggregate CommitmentsRevolving Credit Commitments or, or from time to time permanently time, to reduce the Aggregate aggregate amount of the Revolving Credit Commitments; , provided that (i) any that, no such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Revolving Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (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 Borrower shall not terminate or reduce the Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Credit Loans made on the effective date thereof, the Total Outstandings aggregate principal amount of all Revolving Credit Loans then outstanding would exceed the Aggregate Total Revolving Credit Commitments; provided that the Borrower may , (ii) terminate the Aggregate Term Loan Commitments if all Loans have been paid in fullor, from to time, to reduce the Borrower has Cash Collateralized, aggregate amount of the Term Loan Commitments or provided other support acceptable to (iii) terminate the applicable L/C Issuer(s) forCommitment or, all outstanding Letters from time to time, to reduce the amount of Credit, and there are no outstanding the L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any Commitment, provided that, no such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments L/C Commitment shall be applied permitted if, after giving effect thereto and to the Commitment any cancellation of each Lender according to its Applicable Percentage. All fees accrued until the effective date Letters of any termination of the Aggregate Commitments shall be paid Credit made on the effective date thereof, the aggregate amount of the L/C Obligations then outstanding would exceed the L/C Commitment. Any such terminationreduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Revolving Credit Commitments, the Term Loan Commitments or the L/C Commitments, as the case may be, then in effect. Any such termination shall permanently terminate the Revolving Credit Commitments, the Term Loan Commitments or the L/C Commitments, as the case may be, then in effect. The Term Loan Commitments shall be permanently terminated automatically on the last day of the Term Loan Commitment Period.

Termination or Reduction of Commitments. (a) Unless previously terminated, (i) the Term Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower maymay at any time terminate or, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce time, reduce, the Aggregate CommitmentsCommitments of any Class; provided that (i) each reduction of the Commitments of any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction Class shall be in an aggregate amount of $5,000,000 or any whole that is an integral multiple of $US$1,000,000 in excess thereof, and not less than US$5,000,000 and (iiiii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunderprepayment of the Loans in accordance with Section 2.12, the Total Outstandings sum of the total Revolving Exposures and the total Competitive Loan Exposures would exceed the Aggregate total Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of such a notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may terminate state that such notice is conditioned upon the Aggregate Commitments if all Loans have been paid effectiveness of other credit facilities, in full, which case such notice may be revoked by the Borrower has Cash Collateralized, or provided other support acceptable (by notice to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify on or prior to the Lenders of any specified effective date) if such notice of condition is not satisfied. Any termination or reduction of the Aggregate CommitmentsCommitments of any Class shall be permanent. Any Each reduction of the Aggregate Commitments of any Class shall be applied to made ratably among the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate applicable Lenders in accordance with their respective Commitments shall be paid on the effective date of such terminationClass.

Termination or Reduction of Commitments. The Borrower mayCompany shall have the right, upon not less than five Business Days’ notice to the Administrative Agent, to terminate the Aggregate CommitmentsCommitments or, or from time to time permanently time, to reduce the Aggregate amount of the Commitments; provided that no such termination or reduction shall be permitted if, after giving effect thereto and to any prepayments of the Loans made on the effective date thereof, the aggregate principal Dollar Amount (idetermined as of the most recent Revaluation Date) of the Loans and LOC Obligations then outstanding would exceed the Commitments then in effect; provided further that a notice of termination of the Commitments delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness, 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 receipt of any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to shall promptly notify each Bank thereof. Any reduction of the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of Commitments made in accordance with this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction subsection 2.5 shall be in an aggregate amount of equal to $5,000,000 or any a whole multiple of $1,000,000 in excess thereof, and (iii) the 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; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. 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 Applicable PercentageCommitment Percentage and shall reduce permanently the Commitments then in effect. All fees accrued until If, after giving effect to any reduction or termination of the effective date Commitments, the LOC Commitment or Swing Line Commitment exceeds the aggregate Commitments, the LOC Commitment and Swing Line Commitment shall be automatically reduced by the amount of such excess or to $0 in the case of any termination of the Aggregate Commitments shall be paid on the effective date of such terminationCommitments.

Termination or Reduction of Commitments. The Borrower Borrowers may, upon notice to the Administrative Agent, terminate (a) the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans and L/C Obligations or (b) the Aggregate Delayed Draw Term Loan Commitments or from time to time permanently reduce any undrawn amount of the Aggregate Delayed Draw Term Loan Commitments; provided that (i) any such notice shall be received by the Administrative Agent (i) not later than 1:00 p.m. 12:00 noon three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)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 Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunderreduction of the Aggregate Revolving Commitments, the Total Outstandings would exceed Letter of Credit Sublimit or the Alternative Currency Letter of Credit Sublimit exceeds the amount of the Aggregate Revolving Commitments; provided that , such sublimit shall be automatically reduced by the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments or the Aggregate Delayed Draw Term Loan Commitments. Any reduction of the Aggregate Revolving Commitments or the Aggregate Delayed Draw Term Loan Commitments shall be applied to the Revolving Commitment or Delayed Draw Term Loan Commitment, as applicable, of each Lender according to its Applicable Percentage. All fees accrued with respect thereto until the effective date of any termination of the Aggregate Revolving Commitments or the Aggregate Delayed Draw Term Loan Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower may, upon (a) Upon at least two (2) Business Days’ prior written notice to the Administrative Agent, terminate the Aggregate CommitmentsLead Borrower may, at any time, in whole permanently terminate, or from time to time in part permanently reduce reduce, the Aggregate Commitments; provided that (i) any . Each such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate the principal amount of $5,000,000 or any whole integral multiple thereof. Each such reduction or termination shall (i) be applied ratably to the Commitments of $1,000,000 in excess thereofeach Lender and (ii) be irrevocable at the effective time of any such termination or reduction. 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 earned and unpaid fees under the Fee Letter and all Unused Fees and Extended Term Unused Fees accrued on the Commitments so terminated, and (iii) at the Borrower shall not terminate effective time of any such reduction or reduce termination, any amount by which the Aggregate Credit Extensions to the Borrowers outstanding on such date exceed the amount to which the Commitments ifare to be reduced effective on such date. (b) Upon the Effective Date, after giving effect thereto notwithstanding anything to the contrary contained in Section 2.15 of the Existing Credit Agreement, (i) the Tranche A-1 Commitments under, and to any concurrent prepayments hereunderas defined in, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid Existing Credit Agreement shall be terminated in full, and the Borrower has Cash CollateralizedBorrowers shall pay, or provided other support acceptable to the applicable L/C Issuer(s) forin full and in cash, all outstanding Letters of CreditTranche A-1 Loans (as defined in the Existing Credit Agreement), all accrued and unpaid interest thereon, and there are no all Unused Fees accrued on the Tranche A-1 Commitments, and (ii) the Tranche A Commitments under, and as defined in, the Existing Credit Agreement shall be permanently reduced to $721,000,000 on a non-ratable basis as set forth on Schedule 1.1 hereof, and the Borrowers shall pay, in full and in cash, outstanding L/C Borrowings. The Administrative Agent will promptly notify Tranche A Loans (as defined in the Lenders of any Existing Credit Agreement) in an amount necessary to reflect such notice of termination or reduction of the Aggregate Tranche A Commitments. Any reduction , together with all accrued and unpaid interest thereon, and all Unused Fees accrued on the amount of the Aggregate Tranche A Commitments so reduced. (c) Upon the Existing Termination Date, the Commitments of the Non-Extending Lenders shall be terminated in full, and the Borrowers shall pay, in full and in cash, all outstanding Loans and all other outstanding Obligations then owing by them to the Non-Extending Lenders; provided that, if any Default or Event of Default is continuing, any payments made on account of outstanding Obligations owed to the Non-Extending Lenders shall be applied as set forth in Section 7.03 hereof (and not solely to the Non-Extending Lenders). (d) Upon the Extended Term Termination Date, the Commitments of the Extending Lenders and the credit facility provided hereunder shall be terminated in full and the Borrowers shall pay, in full and in cash, all outstanding Revolving Credit Loans and all other outstanding Obligations then owing by them to the Extending Lenders. (e) In addition to the Borrowers’ rights under Section 2.16(a), at any time after April 15, 2010, the Commitment of each Lender according to its Applicable Percentage. All fees accrued until any applicable Non-Extending Lenders shall be automatically terminated upon the effective date of any termination repayment of the Aggregate Commitments shall be paid on Obligations owed to such Non-Extending Lender in accordance with the effective date provisions of such terminationSection 2.16(b) hereof.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 12:00 noon three Business Days prior to the date of termination or reduction (except it being understood that if no Loans are outstanding hereunder and no Letters such notice may state that the termination or reduction of Credit are issued and outstanding hereunder or the Aggregate Commitments is conditioned upon the effectiveness of a new other credit facility for facilities or the Borrower is conditioned on closing of another transaction, the proceeds of which will be used to prepay any outstanding Obligations, in which case such termination of this Agreement, any notice terminating the Aggregate Commitments or reduction may be received on conditional upon the date effectiveness of terminationsuch other credit facilities or the closing of such other transaction), (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 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; provided that the Borrower may terminate , and (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullCommitments, the Borrower has Cash CollateralizedLetter of Credit Sublimit exceeds the amount of the Aggregate Commitments, or provided other support acceptable to such sublimit shall be automatically reduced by the applicable L/C Issuer(s) for, all outstanding Letters amount of Credit, and there are no outstanding L/C Borrowingssuch excess. 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 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.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)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 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 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 Sublimit shall be automatically reduced by the amount of such excess; provided that provided, any notice of termination of the Aggregate Commitments given by the Borrower may terminate state that such notice is conditioned upon the Aggregate Commitments if all Loans have been paid effectiveness of other credit facilities or capital raising, in full, which case such notice may be revoked by the Borrower has Cash Collateralized, or provided other support acceptable (by notice to the applicable L/C Issuer(sAgent on or prior to the specified effective date) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsif such condition is not satisfied. 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 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. (b) If the Initial Funding Date has not occurred on or prior to the date that is ninety (90) days following the Closing Date, the Aggregate Commitments shall be automatically terminated on the ninety-first (91st) day following the Closing Date.

Termination or Reduction of Commitments. (a) If then outstanding, the Commitments shall terminate on the Termination Date; provided that, for the avoidance of doubt, if any Lender fails to fund its Commitment on the Funding Date in breach of such Lender’s obligations under this Agreement, such ▇▇▇▇▇▇’s Commitments shall not be terminated on the Termination Date without the consent of the Borrower. (b) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitmentsmay at any time terminate, or from time to time permanently reduce ratably, the Aggregate Commitments; provided that (i) any such notice each reduction of the Commitments shall be received by in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 or if less, the entire remaining amount. (c) The Borrower shall notify the Administrative Agent not later than 1:00 p.m. of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.06 at least three Business Days prior to the effective date of such termination or reduction (except reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.06 shall be irrevocable; provided that if no Loans are outstanding hereunder and no Letters a notice of Credit are issued and outstanding hereunder or termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of a new other credit facility for facilities or the receipt of proceeds from the issuance of other Indebtedness, in which case such notice may be revoked by the Borrower is conditioned on the termination of this Agreement, any (by notice terminating the Aggregate Commitments may be received on the date of termination), (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 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; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify on or prior to the Lenders of any specified effective date) if such notice of condition is not satisfied. Any termination or reduction of the Aggregate CommitmentsCommitments shall be permanent. Any Each reduction of the Aggregate Commitments shall be applied to made ratably among 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 terminationLenders in accordance with their respective Commitments.