Common use of Termination or Reduction of Commitments Clause in Contracts

Termination or Reduction of Commitments. (a) The Initial 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, 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, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the unused Commitments of any Class; provided, however, that (i) each partial reduction of the Commitments shall be 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 in its reasonable discretion) and (ii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Participating Revolving Credit Commitments, such sublimit shall be automatically reduced by the amount of such excess. Except as provided in the immediately preceding sentence, the amount of any such Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. 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 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 in theof unused Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, the Commitment of each Lender of 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). Any commitment fees accrued until the effective date of any termination of the Revolving Credit Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Borrower may, 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, 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 Borrower may at any time in whole permanently terminateAggregate Revolving Commitments, or from time to time in part permanently reduce, reduce the unused Commitments of any ClassAggregate Revolving Commitments; provided, however, provided that (i) each any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Commitments shall be in an integral aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and in a minimum amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by any concurrent prepayments hereunder, the Administrative Agent in its reasonable discretion) Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, and (iiiv) 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 Participating Aggregate Revolving Credit Commitments, such sublimit Letter of Credit Sublimit or such Swing Line Sublimit shall be automatically reduced by the amount of such excess. Except as ; provided in the immediately preceding sentencefurther that, the amount of any such Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any such a notice of termination or reduction pursuant to this Section 2.09(b) of the Aggregate Revolving Commitments may state that it such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities)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 revoked, subject to Section 3.05, 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 satisfied. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the satisfaction Aggregate Revolving Commitments. Any reduction of such condition is delayed. (c) EachUpon any reduction in theof unused the Aggregate Revolving Commitments hereunder shall be made ratably among applied to the Lenders in accordance with their respective applicable Commitments.of any Class, the Revolving Commitment of each Revolving Lender of 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)according to its Pro Rata Share. Any All 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. (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. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Borrower may, 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, 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 Borrower may at any time in whole permanently terminateAggregate Commitments, or from time to time in part permanently reduce, reduce the unused Commitments of any ClassAggregate Commitments; provided, however, provided that (i) each partial reduction of the Commitments any such notice shall be in an integral multiple received by the Administrative Agent not later than 1:00 p.m., New York City time, three Business Days prior to the date of $1,000,000 and in a minimum amount of $5,000,000 termination or reduction (or in such lower minimum amounts or multiples shorter period as may be agreed to by the Administrative Agent in its reasonable sole discretion) and ), (ii) any such partial reduction shall be (unless the Aggregate Commitments are less than such amount) a whole multiple of US$1,000,000 and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any reduction of the Commitmentsconcurrent prepayments hereunder, the Letter of Credit Sublimit or Total Outstandings would exceed the Swing Line Sublimit exceeds the amount of the Participating Revolving Credit Aggregate Commitments, such sublimit shall be automatically reduced by the amount of such excess. Except as provided in the immediately preceding sentence, the amount of any such Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any such A notice of termination or reduction pursuant to this Section 2.09(b) of the Aggregate Commitment may state that it such termination or reduction is conditioned upon the occurrence of one or non-occurrence of any event more events specified therein (including the effectiveness of other credit facilities)therein, 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 datedate of such termination or reduction) if such any applicable condition is not satisfied satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the satisfaction Aggregate Commitments. Any reduction of such condition is delayed. (c) EachUpon any reduction in theof unused the Aggregate Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, applied to the Commitment of each Lender of such Class according to its Applicable Percentage. Unless previously terminated, the Aggregate Commitments shall be reduced on a pro rata basis (determined automatically terminate at 5:00 p.m., New York City time, on the basis of the aggregate Commitments under such Class) (other than the Maturity Date. Any reduction or termination of the Commitment of any Lender as provided in Section 2.21)Aggregate Commitments shall be permanent. Any commitment All unpaid fees accrued pursuant to Section 2.07(a) until the effective date of any reduction or termination of the Revolving Credit 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) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Borrower may, 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, 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 Borrower may at any time in whole permanently terminateAggregate Commitments, or from time to time in part permanently reduce, reduce the unused Commitments of any ClassAggregate Commitments; provided, however, provided that (ia) each 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, (b) any such partial reduction of the Commitments shall be in an integral aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (c) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and in a minimum amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by any concurrent prepayments hereunder, the Administrative Agent in its reasonable discretion) Total Outstandings would exceed the Aggregate Commitments, and (iid) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Alternative Currency Sublimit or the Swing Line Sublimit exceeds the amount of the Participating Revolving Credit Aggregate Commitments, such sublimit Sublimit shall be automatically reduced by the amount of such excess. Except as provided in the immediately preceding sentence, the amount of any such Revolving Credit Aggregate Commitment reduction shall not be applied to the Letter of Credit Alternative Currency Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction pursuant to this Section 2.09(b) may state that it is conditioned upon of the occurrence or non-occurrence Aggregate Commitments. Any reduction of any event specified therein (including the 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 in theof unused Aggregate Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, applied to the Commitment of each Lender of 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)according to its Applicable Percentage. Any commitment All fees accrued until the effective date of any termination of the Revolving Credit 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, 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, provided that the Borrower will continue to be responsible for any costs or expenses pursuant to Section 3.05 in connection with the failure to prepay Loans resulting from such revocation.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate ▇▇▇▇▇▇▇▇▇ may, 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, 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 Borrower may at any time in whole permanently terminateAggregate AC Commitments or the Aggregate USD Commitments, or from time to time in part permanently reduce, reduce the unused Aggregate AC Commitments of any Classor the Aggregate USD Commitments; provided, however, provided that (i) each any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Commitments shall be in an integral aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) ▇▇▇▇▇▇▇▇▇ shall not terminate or reduce (A) the Aggregate AC Commitments if, after giving effect thereto and in a minimum amount of $5,000,000 to any concurrent prepayments hereunder, the Total AC Outstandings would exceed the Aggregate AC Commitments, (or in such lower minimum amounts or multiples as agreed B) Aggregate USD Commitments if, after giving effect thereto and to by any concurrent prepayments hereunder, the Administrative Agent in its reasonable discretion) Total USD Outstandings would exceed the Aggregate USD Commitments and (iiiv) if, after giving effect to any reduction of the Aggregate USD Commitments, the Letter of Credit Sublimit, the Alternative Currency Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Participating Revolving Credit Aggregate USD Commitments, such sublimit shall be automatically reduced by the amount of such excess. Except as provided in The Administrative Agent will promptly notify the immediately preceding sentence, Lenders of any such notice of termination or reduction of the Aggregate AC Commitments or the Aggregate USD Commitments. The amount of any such Revolving Credit Aggregate USD Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Alternative Currency Letter of Credit Sublimit unless otherwise specified by the Borrower▇▇▇▇▇▇▇▇▇. Any such notice reduction 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 effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (Aggregate AC Commitments or the Borrower may delay the date of prepayment identified therein to a later date reasonably acceptable Aggregate USD Commitments shall be applied to the Administrative Agent (in each case by written notice to the Administrative Agent on AC Commitment 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 in theof unused Commitments hereunder shall be made ratably among the Lenders in accordance with their respective USD Commitment, as applicable Commitments.of any Class, the Commitment of each Lender of 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 according to its Applicable AC Percentage or its Applicable USD Percentage, as provided in Section 2.21)applicable. Any commitment All fees accrued until the effective date of any termination of the Revolving Credit Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Borrowers may, 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, 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 from the Borrower Agent, terminate the Borrower may at any time in whole permanently terminateAggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time in part permanently reducereduce the Aggregate Revolving Credit Commitments, the unused Commitments Letter of any ClassCredit Sublimit or the Swing Line Sublimit; provided, however, provided that (i) each any such notice shall be received by the Administrative Agent not later than 11:00 A.M. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Commitments shall be in an integral multiple of $1,000,000 and in a minimum aggregate amount of $5,000,000 or any whole multiple of $5,000,000 in excess thereof, (iii) the Borrowers shall not terminate or in such lower minimum amounts reduce (A) the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of Letter of Credit Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or multiples as agreed (C) the Swing Line Sublimit if, after giving effect thereto and to by any concurrent prepayments hereunder, the Administrative Agent in its reasonable discretion) Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit and (iiiv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Participating Aggregate Revolving Credit Commitments, such sublimit Sublimit shall be automatically reduced by the amount of such excess. Except as provided in The Administrative Agent will promptly notify the immediately preceding sentence, the amount Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitment reduction shall not be applied to Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the BorrowerSublimit. Any such notice reduction 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 effectiveness of other credit facilities), in which case such notice may Aggregate Revolving Credit Commitments shall be revoked by the Borrower (or the Borrower may delay the date of prepayment identified therein to a later date reasonably acceptable applied 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 in theof unused Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, the Revolving Credit Commitment of each Revolving Credit Lender of 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)according to its Applicable Revolving Credit Percentage. Any commitment 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.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Company may, 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, 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 Borrower may at any time in whole permanently terminateAggregate New Vehicle Floorplan Commitments or the Aggregate Used Vehicle Floorplan Commitments, or from time to time in part permanently reduce, reduce the unused Aggregate New Vehicle Floorplan Commitments of any Classor the Aggregate Used Vehicle Floorplan Commitments; provided, however, provided that (i) each any such notice shall be received by the Administrative Agent not later than 11:00 a.m. 30 days prior to the date of termination or reduction, (ii) any such partial reduction of the Commitments shall be in an integral aggregate amount of $10,000,000 or any whole multiple of $1,000,000 and in a minimum amount of $5,000,000 excess thereof, (or in such lower minimum amounts or multiples as agreed to by the Administrative Agent in its reasonable discretion) and (iiiii) if, after giving effect to any reduction of the Aggregate New Vehicle Floorplan Commitments, the Letter of Credit Sublimit or the New Vehicle Floorplan Swing Line Sublimit exceeds the amount of the Participating Revolving Credit Aggregate New Vehicle Floorplan Commitments, such sublimit Sublimit shall be automatically reduced by the amount of such excess. Except as provided in , (iv) if, after giving effect to any reduction of the immediately preceding sentenceAggregate Used Vehicle Floorplan Commitments, the Used Vehicle Floorplan Swing Line Sublimit exceeds the amount of the Aggregate Used Vehicle Floorplan Commitments, such Sublimit shall be automatically reduced by the amount of such excess, and (v) following any such Revolving Credit Commitment reduction shall not reduction, no more than 15% of the Aggregate Commitments may be applied allocated to the Letter Aggregate Used Vehicle Floorplan Commitments. In connection with any reduction of Credit Sublimit or the Aggregate New Vehicle Floorplan Commitments, the New Vehicle Floorplan Swing Line Sublimit unless otherwise specified Lender in its discretion may suspend and/or terminate all or a portion of the then outstanding Payment Commitments or Payoff Letter Commitments which shall be promptly selected by the BorrowerCompany, in an amount that corresponds to the size of said reduction. Any The Administrative Agent will promptly notify the applicable Lenders of any such notice of termination or reduction pursuant to this Section 2.09(b) may state that it is conditioned upon of the occurrence Aggregate New Vehicle Floorplan Commitments or non-occurrence Aggregate Used Vehicle Floorplan Commitments. Any reduction of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (Aggregate New Vehicle Floorplan Commitments 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 in theof unused Aggregate Used Vehicle Floorplan Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, applied to the Commitment of each Lender in accordance with (x) its respective Applicable New Vehicle Floorplan Percentage and (y) its respective Applicable Used Vehicle Floorplan Percentage, as the case may be. All fees and interest accrued under the New Vehicle Floorplan Facility as of 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). Any commitment fees accrued until the effective date of any termination of the Revolving Credit Aggregate New Vehicle Floorplan Commitments shall be paid on the effective date of such termination; provided that, interest due and payable to the New Vehicle Swing Line Lender (in such capacity) shall be due and payable pursuant to terms acceptable to the New Vehicle Swing Line Lender in its sole discretion. All fees and interest accrued under the Used Vehicle Floorplan Facility as of the effective date of any termination of the Aggregate Used Vehicle Floorplan Commitments shall be paid on the effective date of such termination; provided that, interest due and payable to the Used Vehicle Swing Line Lender (in such capacity), shall be due and payable pursuant to terms acceptable to the Used Vehicle Swing Line Lender in its sole discretion.

Termination or Reduction of Commitments. The Company may, upon notice to the Administrative Agent (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate which notice may state that such notice is conditioned upon the Commitment Termination Date and any Incremental Loan Commitments shall terminate as provided consummation of a transaction which is contemplated to result in termination or reduction of the related Incremental Assumption Agreement. The Revolving Credit Commitment of each Revolving Credit Lender shall automatically terminate on Aggregate Commitments, in which case such notice may be revoked by the Maturity Date for Company (by notice to 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 Administrative Agent on or prior to the specified termination or reduction date) if such Maturity Date and (y) condition is not satisfied), terminate 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, the Borrower may at any time in whole permanently terminateAggregate Commitments, or from time to time in part permanently reduce, reduce the unused Commitments of any ClassAggregate Commitments; provided, however, that (ia) each any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (b) any such partial reduction of the Commitments shall be in an integral aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (c) the Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and in a minimum amount to any concurrent prepayments hereunder, the Outstanding Amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by Revolving Loans, Bid Loans, Swing Line Loans and L/C Obligations would exceed the Administrative Agent in its reasonable discretion) Aggregate Commitments and (iid) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Bid Loan Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Participating Revolving Credit Aggregate Commitments, such sublimit Sublimit shall be automatically reduced by the amount of such excess. Except as provided in The Administrative Agent will promptly notify the immediately preceding sentence, the amount Lenders of any such Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any such notice of termination or reduction pursuant to this Section 2.09(b) may state that it is conditioned upon of the occurrence or non-occurrence Aggregate Commitments. The amount of any event such Aggregate Commitment reduction shall be applied to the U.S. Dollar Sublimit, Alternative Currency Sublimit, any other Applicable Sublimit and each of the Letter of Credit Sublimits as specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (or Company. Any reduction of 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 in theof unused Aggregate Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, applied to the Commitment of each Revolving Loan Lender of 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)according to its Applicable Percentage. Any commitment All fees accrued until the effective date of any termination of the Revolving Credit Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Company may, 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, 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 Borrower may at any time in whole permanently terminateAggregate 364-Day Tranche Commitments, or from time to time in part permanently reduce, reduce the unused Commitments of any ClassAggregate 364-Day Tranche Commitments; provided, however, provided that (i) each partial reduction of the Commitments any such notice shall be 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 received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction (or such shorter period as the Administrative Agent may agree in its reasonable sole discretion) and (ii) if, after giving effect to any such partial reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the 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 Participating Revolving Credit Commitments, such sublimit shall be automatically reduced by the amount of such excess. Except as provided in the immediately preceding sentence, the amount 364-Day Tranche Lenders of any such Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any such notice of termination or reduction pursuant to of the Aggregate 364-Day Tranche Commitments. If such notice from the Company described above in this Section 2.09(b) paragraph is given in connection with a full or partial refinancing of the 364-Day Tranche Commitments, such notice may state that it is conditioned condition the reduction or termination upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities)such refinancing, in which case such notice may be revoked by the Borrower Company (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 datedate of the effectiveness of such termination) if such condition is not satisfied or satisfied. Any reduction of the satisfaction of such condition is delayed. (c) EachUpon any reduction in theof unused Aggregate 364-Day Tranche Commitments hereunder shall be made ratably among applied to the Lenders in accordance with their respective applicable Commitments.of any Class, the 364-Day Tranche Commitment of each Lender of 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)according to its Applicable 364-Day Tranche Percentage. Any commitment All fees accrued until the effective date of any termination of the Revolving Credit Aggregate 364-Day Tranche Commitments shall be paid on the effective date of such termination. (b) The Company may, upon notice to the Administrative Agent, terminate the Aggregate 5-Year Tranche Commitments, or from time to time permanently reduce the Aggregate 5-Year Tranche Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction (or such shorter period as the Administrative Agent may agree in its sole discretion) and (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof. The Administrative Agent will promptly notify the 5-Year Tranche Lenders of any such notice of termination or reduction of the Aggregate 5-Year Tranche Commitments. If such notice from the Company described above in this paragraph is given in connection with a full or partial refinancing of the 5-Year Tranche 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 5-Year Tranche Commitments shall be applied to the 5-Year Tranche Commitment of each Lender according to its Applicable 5-Year Tranche Percentage. All fees accrued until the effective date of any termination of the Aggregate 5-Year Tranche Commitments shall be paid on the effective date of such termination. (c) To the extent not previously terminated, all unused Commitments hereunder shall terminate on the earlier of (i) the Closing Date (after giving effect to the Loans made on such date) and (ii) the expiry of the Availability Period. The Company shall provide the Administrative Agent prompt written notice of any commitment reduction pursuant to clause (ii) hereof. (d) The Aggregate Commitments shall be automatically and permanently reduced by the amounts set forth below: (i) Following the termination in full of commitments under the Bridge Facility, 100% of the net cash proceeds of any Debt Offering or issuance of any equity securities or equity-linked securities in a capital raising transaction (in any event not including any such 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 February 17, 2022 by any member of the Group (other than net cash proceeds that are reinvested in or applied in the replacement, repair, restoration, construction or improvement of assets to be used in the business of the Group within 6 months of receipt of such 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, (iii) sale and leaseback transactions, the net cash proceeds of which do not exceed $100,000,000, and (iv) net cash proceeds that are instead applied to reduce the commitments in respect of the Bridge Facility; provided, that Holdings shall 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 364-Day Tranche Commitments and the 5-Year Tranche Commitments.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Company may, 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, 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 Borrower may at any time in whole permanently terminate, Aggregate Revolving Credit Commitment or from time to time in part permanently reduce, reduce the unused Commitments of any ClassAggregate Revolving Credit Commitment; provided, however, provided that (ia) each any such notice shall be received by the Administrative Agent not later than 8:00 a.m. five Business Days prior to the date of termination or reduction, (b) any such partial reduction of the Commitments shall be in an integral aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (c) the Company shall not terminate or reduce the Aggregate Revolving Credit Commitment if, after giving effect thereto and in a minimum amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by any concurrent prepayments hereunder, the Administrative Agent in its reasonable discretion) Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitment and (iid) if, after giving effect to any reduction of the CommitmentsAggregate Revolving Credit Commitment, the Alternative Currency Sublimit, the Letter of Credit Sublimit, the Designated Borrower Sublimit or the Swing Line Sublimit exceeds the amount of the Participating Aggregate Revolving Credit CommitmentsCommitment, such sublimit 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 Revolving Credit Commitment. Except as provided specified in clause (d) of the immediately second preceding sentence, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the BorrowerCompany. Any such notice reduction 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 effectiveness of other credit facilities), in which case such notice may Aggregate Revolving Credit Commitment shall be revoked by the Borrower (or the Borrower may delay the date of prepayment identified therein to a later date reasonably acceptable applied 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 in theof unused Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, the Aggregate Revolving Credit Commitment of each Lender of 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)according to its Applicable Percentage. Any commitment All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments Commitment shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and Borrowers may, upon notice from 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, 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 Administrative Borrower to the Administrative Agent, terminate the Borrower may at any time in whole permanently terminateAggregate Revolving Loan Commitments, or from time to time in part permanently reduce, reduce the unused Commitments of any ClassAggregate Revolving Loan Commitments; provided, however, provided that (i) each partial reduction of the Commitments any such notice shall be 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 received by the Administrative Agent in its reasonable discretionnot later than 12:00 p.m. five (5) and (ii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Participating Revolving Credit Commitments, such sublimit shall be automatically reduced by the amount of such excess. Except as provided in the immediately preceding sentence, the amount of any such Revolving Credit Commitment reduction shall not be applied Business Days prior to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any such notice date of termination or reduction pursuant to this Section 2.09(b) (provided that a notice of termination of the Aggregate Revolving Loan Commitments may state that it such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities)facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked by the Administrative Borrower (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 satisfied), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce the Aggregate Revolving Loan Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Loan Commitments, and (iv) if, after giving effect to any reduction of the Revolving Loan Commitments, the Letter of Credit Sublimit or the satisfaction Swing Line Sublimit exceeds the amount of the Revolving Loan Commitment, the Letter of Credit Sublimit and/or the Swing Line Sublimit, as applicable, shall be automatically reduced by the amount of such condition is delayed. (c) EachUpon excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction in theof unused of the Aggregate Revolving Loan Commitments. Any reduction of the Aggregate Revolving Loan Commitments hereunder shall be made ratably among applied to the Lenders in accordance with their respective applicable Commitments.of any Class, the Revolving Loan Commitment of each Lender of such Class shall be reduced on a pro rata basis (determined on Revolving Lender, as 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)case may be, according to its Applicable Percentage thereof. Any All commitment fees accrued until the effective date of any termination of the Aggregate Revolving Credit Loan Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Company may, 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, 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 Borrower may at any time in whole permanently terminateAggregate Commitments, or from time to time in part permanently reduce, reduce the unused Commitments of any ClassAggregate Commitments; provided, however, provided that (ia) each 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, (b) any such partial reduction of the Commitments shall be in an integral aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (c) the Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and in a minimum amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by any concurrent prepayments hereunder, the Administrative Agent in its reasonable discretion) Total Outstandings would exceed the Aggregate Commitments, and (iid) if, after giving effect to any reduction of the CommitmentsAggregate Commitments (plus any Cash Collateralization of the L/C Obligations hereunder), the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Participating Revolving Credit CommitmentsAggregate Commitments (plus any Cash Collateralization of the L/C Obligations hereunder), such sublimit shall be automatically reduced by the amount of such excess. Except as provided in The Administrative Agent will promptly notify the immediately preceding sentence, the amount Lenders of any such Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any such notice of termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, or the Aggregate Commitments. Any notice delivered by the Company pursuant to this Section 2.09(b) 2.06 may state that it such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities)one or more events specified therein, in which case such notice may be revoked by the Borrower Company (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 satisfied. Any reduction of the satisfaction of such condition is delayed. (c) EachUpon any reduction in theof unused Aggregate Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, applied to the Commitment of each Lender of 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)according to its Applicable Percentage. Any commitment All fees accrued until the effective date of any termination of the Revolving Credit Aggregate Commitments shall be paid on the effective date of such termination. On the Full Availability Expiration Date, the Aggregate Commitments shall be automatically reduced by $1,250,000,000, which reduction shall be allocated to reduce each Lender’s Commitment ratably in accordance with the Lenders’ respective Commitments; provided that for the avoidance of doubt, no such reduction shall reduce or otherwise affect the Interim Availability.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and Borrower shall have the Initial Revolving Credit Commitments shall automatically terminate right, 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, 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 less than three Business Days’ prior written or fax ' notice to the Administrative Agent, to terminate the Borrower may at any time in whole permanently terminateRevolving Commitments or, or from time to time in part permanently reducetime, to reduce the unused Commitments amount of any Classthe Revolving Commitments; provided, however, provided that (i) each partial no such termination or reduction of the Revolving Commitments shall be 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 in its reasonable discretion) and (ii) permitted if, after giving effect thereto and to any reduction prepayments of the CommitmentsRevolving Loans and Swingline Loans made on the effective date thereof, the Letter Total Revolving Extensions of Credit Sublimit would exceed the Total Revolving Commitments. Any such partial reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Swing Line Sublimit exceeds Revolving Commitments then in effect. (b) The Borrower shall have the right, upon not less than three Business Days' notice to the Administrative Agent, to terminate the Tranche A Commitments or, from time to time, to reduce the amount of the Participating Revolving Tranche A Commitments; provided that no such termination or reduction of Tranche A Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Tranche A Loans made on the effective date thereof, the Total Tranche A Extensions of Credit would exceed the aggregate Tranche A Commitments. Any such partial reduction shall be in an amount equal to $1,000,000, such sublimit or a whole multiple thereof, and shall reduce permanently the Tranche A Commitments then in effect. Notwithstanding the foregoing, the Tranche A Commitments shall be automatically and permanently reduced by on a dollar-for-dollar basis upon the amount cancellation, termination or expiration without renewal of such excess. Except as provided in the immediately preceding sentence, the amount of any such Revolving Credit Commitment reduction shall not be applied to the each Tranche A Letter of Credit Sublimit or any portion of the Swing Line Sublimit unless otherwise specified by the Borrower. 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 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 delayedface amount thereof. (c) EachUpon any The Borrower shall have the right, upon not less than three Business Days' notice to the Administrative Agent, to terminate the Term Loan Commitments or, from time to time, to reduce the amount of the Term Loan Commitments. Any such partial reduction in theof unused Commitments hereunder shall be made ratably among in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Lenders Term Loan Commitments then in accordance with their respective applicable Commitments.of any Class, the Commitment of each Lender of 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). Any commitment fees accrued until the effective date of any termination of the Revolving Credit Commitments shall be paid on the effective date of such terminationeffect.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Borrower may, 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, 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 Borrower may at any time in whole permanently terminateAggregate Commitments, or from time to time in part permanently reduce, reduce the unused Commitments of any ClassAggregate Commitments; provided, however, provided that (i) each any such notice shall be received by the Administrative Agent not later than 12:00 noon Pacific Time three Business Days prior to the date of termination or reduction, and (ii) any such partial reduction of the Commitments shall be in an integral aggregate amount of $5,000,000 or any whole 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 in its reasonable discretion) and (ii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Participating Revolving Credit Commitments, such sublimit shall be automatically reduced by the amount of such excessexcess thereof. Except as provided in the immediately preceding sentence, the amount of any such Revolving Credit Commitment reduction shall not be applied Notwithstanding anything to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any such contrary contained herein, a notice of termination or reduction pursuant to this Section 2.09(b) of the Aggregate Commitments delivered by the Borrower may state that it such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities)facilities or any other transaction, 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 satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the satisfaction 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 condition is delayed. (c) EachUpon any termination. Each reduction in theof unused of the Aggregate Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, Commitments. (b) The Aggregate Commitments shall automatically terminate on the Commitment Termination Date; provided that, upon the occurrence of each Lender 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 Class Early Maturity Event) for such Early Maturity Event shall be reduced on a pro rata basis (determined automatically terminate on the basis of the aggregate Commitments under date such Class) (other than the termination of the Commitment of any Lender as provided in Section 2.21). Any commitment fees accrued until the effective date of any termination of the Revolving Credit Commitments shall be paid on the effective date of such terminationEarly Maturity Event occurs.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Revolving Credit Commitments, or from time to time permanently reduce the Revolving Credit Commitments; provided that (ai) any such notice shall be received by the Administrative Agent not later than 12:00 noon five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Revolving Credit Exposure would exceed the Aggregate Revolving Credit Commitments. The Initial Term Loan Commitments and Administrative Agent will promptly notify the Initial Revolving Credit Lenders of any such notice of termination or reduction of the Revolving Credit Commitments. Any reduction of the Aggregate Revolving Credit Commitments shall automatically terminate upon be applied to 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 according to 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, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the unused Commitments of any Class; provided, however, that (i) each partial reduction of the Commitments shall be 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 in its reasonable discretion) and (ii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Participating Revolving Credit Commitments, such sublimit shall be automatically reduced by the amount of such excessPro Rata Share. Except as provided in the immediately preceding sentence, the amount of any such Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. 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 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 in theof unused Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, the Commitment of each Lender of 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). Any commitment 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. (a) The Initial Term Loan Commitments and hereunder may be permanently terminated or reduced in whole or in part by notice from the Initial Revolving Credit Commitments shall automatically terminate upon Borrower to 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 CommitmentsAdministrative Agent; provided that (xi) 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 such notice thereof must be funded received by it on or 12:00 noon (New York time) at least five (5) Business Days prior to the date of reduction or termination and any 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 reduction 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, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the unused Commitments of any Class; provided, however, that (i) each partial reduction of the Commitments terminations shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 1.0 million and integral multiples of $1.0 million in excess thereof; (ii) the Borrower shall not terminate or in such lower minimum amounts or multiples as agreed reduce the Aggregate Revolving Commitments if, after giving effect thereto and to by any concurrent prepayments and Cash Collateralization hereunder, the Administrative Agent in its reasonable discretion) Outstanding Amount of Revolving Obligations thereunder would exceed the Aggregate Revolving Commitments; and (iiiii) if, after giving effect to any reduction or termination of the Aggregate Revolving Commitments, the Letter of Credit Alternative Currency Sublimit, the L/C Sublimit or the Swing Line Swingline Sublimit exceeds the amount of the Participating Aggregate Revolving Credit Commitments, such sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will give prompt notice to the Lenders of any such termination of or reduction in Commitments. Except as provided in the immediately preceding sentenceclause (iii) above, the amount of any such reduction of the Aggregate Revolving Credit Commitment reduction Commitments shall not be applied to the Letter of Credit Alternative Currency Sublimit, the L/C Sublimit or the Swing Line Swingline Sublimit unless otherwise specified by the Borrower. Any termination or reduction of any Revolving Commitments shall be applied to the Revolving Commitment of each applicable Lender according to its Revolving Commitment Percentage. All commitment or other fees accrued with respect to any Commitment through the effective date of any termination thereof shall be paid on the effective date of such termination. A notice of termination or reduction pursuant to this Section 2.09(b) of the Commitments delivered by the Borrower shall be irrevocable except that 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 (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 delayedsatisfied. (c) EachUpon any reduction in theof unused Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, the Commitment of each Lender of 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). Any commitment fees accrued until the effective date of any termination of the Revolving Credit Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and Each Borrower shall have --------------------------------------- the Initial Revolving Credit Commitments shall automatically terminate right, 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, 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 less than three Business Days’ prior written or fax ' notice to the Administrative Agent, to terminate all Commitments with respect to such Borrower. Any termination of all Commitments to a Borrower shall be accompanied by prepayment in full of the Loans to such Borrower may at any time in whole permanently terminatethen outstanding, or from time to time in part permanently reduce, the unused Commitments and payment of any Class; provided, however, that such Borrower's Allocation of (i) each partial reduction any accrued Commitment Fees payable by such Borrower hereunder and (ii) any other accrued fees, expenses or indemnified liabilities payable by such Borrower hereunder. The amount of the Commitments Aggregate Commitment shall not be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 (or in affected by any Borrower's termination. Prior to such lower minimum amounts or multiples as agreed to by termination, the Funds shall notify the Administrative Agent in its reasonable discretion) and (ii) if, after giving effect writing as to any reduction the Allocations of the Commitmentsremaining Borrowers, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount effective as of the Participating Revolving Credit Commitments, such sublimit shall be automatically reduced by the amount of such excess. Except as provided in the immediately preceding sentence, termination. (b) Interest accrued on the amount of any prepayment relating to such Revolving Credit termination and any unpaid Commitment reduction Fee accrued hereunder shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. 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 effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (or the Borrower may delay paid on 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 delayedtermination. (c) EachUpon any reduction in theof unused Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, the Commitment of each Lender of 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). Any commitment fees accrued until the effective date of any termination of the Revolving Credit Commitments shall be paid on Upon the effective date of such termination, the terminating Borrower shall no longer be obligated to pay Commitment Fees hereunder or any share of any other fees, expenses, or indemnified liabilities that may accrue thereafter (except in connection with indemnification obligations with respect to events arising prior to such termination, payment for which is not sought by the indemnified party until after such termination), and such payment obligations accruing after the date of such termination shall be allocated among the remaining Borrowers. (d) The Borrowers shall have the right, upon not less than three Business Days' notice to the Administrative Agent, to reduce irrevocably the Commitments of the Lenders with respect to all Borrowers. Any such reduction shall be accompanied by prepayment in full of any amount by which the Loans exceed the reduced Commitments then outstanding. Prior to such reduction becoming effective, the Funds shall notify the Administrative Agent in writing as to the Allocations of the Borrowers, effective as of the reduction.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Borrower may, 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, 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 Borrower may at any time in whole permanently terminateAggregate Tranche 1 Commitments, or from time to time in part permanently reduce, reduce the unused Commitments of any ClassAggregate Tranche 1 Commitments; provided, however, provided that (i) each 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 of the Commitments shall be in an integral aggregate amount of $10,000,000 or any whole 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 in its reasonable discretion) excess thereof and (iiiii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Participating Revolving Credit Commitments, such sublimit shall be automatically reduced by the amount of such excess. Except as provided in the immediately preceding sentence, the amount of any such Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. 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 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 satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the satisfaction Aggregate Tranche 1 Commitments. Any reduction of such condition is delayed. (c) EachUpon any reduction in theof unused the Aggregate Tranche 1 Commitments hereunder shall be made ratably among applied to the Lenders in accordance with their respective applicable Commitments.of any Class, the Tranche 1 Commitment of each Tranche 1 Lender of 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)according to its Applicable Tranche 1 Percentage. Any commitment All fees accrued until the effective date of any termination of the Revolving Credit 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. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Borrower may, 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, 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 Borrower may at any time in whole permanently terminateAggregate Commitments, or from time to time in part permanently reduce, reduce the unused Commitments of any ClassAggregate Commitments; provided, however, provided that (i) each any such notice will be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Commitments shall will be in an integral aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower will not terminate or reduce the Aggregate Commitments if, after giving effect thereto and in a minimum amount to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, unless the Total Outstandings consist solely of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by the Administrative Agent in its reasonable discretion) Outstanding Amount of L/C Obligations and the Borrower has concurrently Cash Collateralized the Outstanding Amount of L/C Obligations, and (iiiv) 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 Participating Revolving Credit Aggregate Commitments, such sublimit shall Sublimit will be automatically reduced by the amount of such excess. Except as provided in the immediately preceding sentence, the amount of any such Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any such A notice of termination or reduction of the Aggregate Commitments delivered by the Borrower pursuant to this Section 2.09(b) 2.07 may state that it such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including on the effectiveness of other credit facilities)facilities or the availability of a source of funds for the prepayment in full of the Obligations under this Agreement, in which case 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 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 satisfaction Swing Line Sublimit unless otherwise specified by the Borrower. Any reduction of such condition is delayed. (c) EachUpon any reduction in theof unused the Aggregate Commitments hereunder shall will be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, applied to the Commitment of each Lender of 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)according to its Applicable Percentage. Any commitment All fees accrued until the effective date of any termination of the Revolving Credit Aggregate Commitments shall will be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and Unless terminated earlier pursuant to subsection (b) below, the Initial Revolving Credit Commitments shall be 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 permanently reduced to zero 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 Following the Closing Date, the Borrower may, upon notice to the Administrative Agent, terminate the Borrower may at any time in whole permanently terminateCommitments, or from time to time in part permanently reduce, reduce the unused Commitments of any ClassCommitments; provided, however, provided that (i) each any such notice shall be received by the Administrative Agent not later than 10:00 a.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Commitments shall be in an integral aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Commitments if, after giving effect thereto and in a minimum to any concurrent prepayments hereunder, the aggregate amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by the Administrative Agent in its reasonable discretion) Lenders’ Revolving Credit Exposures would exceed the Commitments, and (iiiv) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Participating Revolving Credit Commitments, such sublimit the Letter of Credit Sublimit shall be automatically reduced by the amount of such excess. Except as provided in the immediately preceding sentence; provided, the amount of any such Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any such further, that a notice of termination or reduction pursuant to this Section 2.09(b) of the Commitments delivered may state that it such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities)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 (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 datedate of termination or reduction) if such condition is not satisfied satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the satisfaction Commitments. The amount of any such condition is delayed. Commitment reduction shall not be applied to the Letter of Credit Sublimit unless otherwise specified by the Borrower or unless required by proviso (civ) EachUpon any of the preceding sentence. Any reduction in theof unused of the Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, applied to the Commitment of each Lender of 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)according to its Applicable Percentage. Any commitment All fees accrued until the effective date of any termination of the Revolving Credit Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Borrowers may, 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, 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 from the Borrower Agent, terminate the Borrower may at any time in whole permanently terminateAggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time in part permanently reducereduce the Aggregate Revolving Credit Commitments, the unused Commitments Letter of any ClassCredit Sublimit or the Swing Line Sublimit; provided, however, provided that (i) each any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days (or such shorter time as agreed by Administrative Agent) prior to the date of termination or reduction, (ii) any such partial reduction of the Commitments shall be in an integral aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments if, after giving effect thereto and in a minimum amount to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Revolving Credit Commitments, (B) the Letter of $5,000,000 Credit Sublimit if, after giving effect thereto, the Outstanding Amount of Letter of Credit Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (or in such lower minimum amounts or multiples as agreed C) the Swing Line Sublimit if, after giving effect thereto and to by any concurrent prepayments hereunder, the Administrative Agent in its reasonable discretion) Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit and (iiiv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Participating Aggregate Revolving Credit Commitments, such sublimit Sublimit shall be automatically reduced by the amount of such excess. Except as provided in The Administrative Agent will promptly notify the immediately preceding sentence, the amount Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitment reduction shall not be applied to Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the BorrowerSublimit. Any such notice reduction 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 effectiveness of other credit facilities), in which case such notice may Aggregate Revolving Credit Commitments shall be revoked by the Borrower (or the Borrower may delay the date of prepayment identified therein to a later date reasonably acceptable applied 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 in theof unused Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, the Revolving Credit Commitment of each Revolving Credit Lender of 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)according to its Applicable Percentage. Any commitment 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.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Borrower may, 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, 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 Borrower may at any time in whole permanently terminateAggregate Commitments, or from time to time in part permanently reduce, reduce the unused Commitments of any ClassAggregate Commitments; provided, however, provided that (i) each any such notice shall be received by the Administrative Agent not later than noon three Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Commitments shall be in an integral aggregate amount of $1,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and in a minimum amount to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by all the Administrative Agent in its reasonable discretion) Lenders and (iiiv) 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 Participating Revolving Credit Aggregate Commitments, such sublimit Sublimit shall be automatically reduced by the amount of such excess. Except as provided in The Administrative Agent will promptly notify the immediately preceding sentence, the amount Lenders of any such Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any such notice of termination or reduction pursuant to this Section 2.09(b) may state that it is conditioned upon of the occurrence or non-occurrence Aggregate Commitments. Any reduction of any event specified therein (including the 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 in theof unused Aggregate Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, applied to the Commitment of each Revolver Lender of 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)according to its Applicable Percentage. Any commitment All fees accrued until up to the effective date of any termination of the Revolving Credit 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 Initial Term Loan Commitments and Borrower may, upon notice to the Initial Administrative Agent, terminate the aggregate Revolving Credit Commitments shall automatically terminate upon and/or the Commitment Termination Date and any Incremental Loan Commitments shall terminate as provided in the related Incremental Assumption Agreement. The aggregate Refinancing Revolving Credit Commitment of each Commitments, or from time to time permanently reduce the aggregate Revolving Credit Lender shall automatically terminate on Commitments and/or the Maturity Date for the applicable Class of aggregate Refinancing Revolving Credit Commitments; provided that (xi) any such notice shall be received by the foregoing shall Administrative Agent 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 later than 11:00 a.m. three Business Days prior to the date of such Maturity Date and termination or reduction, (yii) 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, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the unused Commitments of any Class; provided, however, that (i) each partial reduction of the Commitments shall be in an integral aggregate amount of $1,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the aggregate Revolving Credit Commitments or the Refinancing Revolving Credit Commitments, as applicable, if, after giving effect thereto and to any concurrent prepayments hereunder, (A) in a minimum amount the case of $5,000,000 any termination or reduction of Revolving Credit Commitments, the Total Revolving Outstandings would exceed the aggregate Revolving Credit Commitments and/or (B) in the case of any termination or in such lower minimum amounts or multiples as agreed to by reduction of Refinancing Revolving Credit Commitments, the Administrative Agent in its reasonable discretion) Total Refinancing Revolving Outstandings would exceed the aggregate Refinancing Revolving Credit Commitments, and (iiiv) in the case of any termination or reduction of Revolving Credit Commitments, if, after giving effect to any reduction of the aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Participating aggregate Revolving Credit Commitments, such sublimit shall be automatically reduced by the amount of such excess. Except as provided in The Administrative Agent will promptly notify the immediately preceding sentence, the amount Lenders of any such Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. 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 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 in theof unused Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, the Commitment of each Lender of such Class shall be reduced on a pro rata basis (determined on the basis of the aggregate Revolving Credit Commitments under such Class) (other than and/or the termination of the Commitment of any Lender as provided in Section 2.21)aggregate Refinancing Revolving Credit Commitments. Any commitment All fees accrued until the effective date of any termination of the aggregate Revolving Credit Commitments and/or the aggregate Refinancing Revolving Credit Commitments, as applicable, shall be paid on the effective date of such termination. (b) The Term B Commitment of each Term B Lender shall be automatically and permanently reduced to $0 upon the making of such Term B Lender’s Term B Loans pursuant to Section 2.01(b). The Revolving Credit Commitments shall terminate on the Maturity Date therefor. The Extended Revolving Credit Commitments, any Additional Revolving Credit Commitments and any Refinancing Revolving Credit Commitments shall terminate on the respective maturity dates applicable thereto.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Company may, 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, 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 Borrower may at any time in whole permanently terminateAggregate Revolving Commitments, or from time to time in part permanently reduce, reduce the unused Commitments of any ClassAggregate Revolving Commitments; provided, however, provided that (i) each any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Commitments shall be in an integral aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and in a minimum amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by any concurrent prepayments hereunder, the Administrative Agent in its reasonable discretion) Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, and (iiiv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Alternative Currency Sublimit, Canadian Dollar Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Participating Aggregate Revolving Credit Commitments, such sublimit shall be automatically reduced by the amount of such excess. Except as provided The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Subject to clause (iv) of the proviso to the first sentence in the immediately preceding sentencethis Section 2.07, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Canadian Dollar Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the BorrowerCompany. Any such notice reduction 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 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 in theof unused Aggregate Revolving Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, applied to the Commitment of each Lender of 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)according to its Applicable Percentage. Any commitment 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.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Borrower may, at its discretion on any date, 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, 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 Borrower may at any time in whole permanently terminateAggregate Commitments, or from time to time in part permanently reduce, reduce the unused Commitments of any ClassAggregate Commitments; provided, however, provided that (i) each any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Commitments shall be in an integral multiple of $1,000,000 and in a minimum aggregate amount of at least $5,000,000 500,000 or, if less, the entire Aggregate Commitments, (iii) the Borrower shall not terminate or in such lower minimum amounts or multiples as agreed to by reduce the Administrative Agent in its reasonable discretion) and (ii) Aggregate Commitments if, after giving effect thereto and to any reduction concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) the Alternative Currency Sublimits will remain a percentage of the Aggregate Commitments (i.e., will reduce pro rata with the Aggregate Commitments, ) and the Letter of Credit Sublimit or will be reduced pro rata with the Swing Line Sublimit exceeds Aggregate Commitments. The Administrative Agent will promptly notify the amount of the Participating Revolving Credit Commitments, such sublimit shall be automatically reduced by the amount of such excess. Except as provided in the immediately preceding sentence, the amount Lenders of any such Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any such notice of termination or reduction pursuant to this Section 2.09(b) may state that it is conditioned upon of the occurrence or non-occurrence Aggregate Commitments. Any reduction of any event specified therein (including the 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 in theof unused Aggregate Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, applied to the Commitment of each Lender of 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)according to its Applicable Percentage. Any commitment All fees accrued until the effective date of any termination of the Revolving Credit 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 shall not be consummated or shall otherwise be delayed.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Borrower may, 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, 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 Borrower may at any time in whole permanently terminateAggregate Revolving Commitments, or from time to time in part permanently reduce, reduce the unused Commitments of any ClassAggregate Revolving Commitments; provided, however, provided that (i) each any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Commitments shall be in an integral aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and in a minimum amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by any concurrent prepayments hereunder, the Administrative Agent in its reasonable discretion) Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, and (iiiv) 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 Participating Aggregate Revolving Credit Commitments, such sublimit Letter of Credit Sublimit or such Swing Line Sublimit shall be automatically reduced by the amount of such excess. Except as ; provided in the immediately preceding sentencefurther that, the amount of any such Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any such a notice of termination or reduction pursuant to this Section 2.09(b) of the Aggregate Revolving Commitments may state that it such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities)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 (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 satisfied. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the satisfaction Aggregate Revolving Commitments. Any reduction of such condition is delayed. (c) EachUpon any reduction in theof unused the Aggregate Revolving Commitments hereunder shall be made ratably among applied to the Lenders in accordance with their respective applicable Commitments.of any Class, the Revolving Commitment of each Revolving Lender of according to its Pro Rata Share or in such Class shall be reduced on a pro rata basis (determined other manner agreed to in writing on the basis of Third Amendment Effective Date by the aggregate Commitments under such Class) (other than the termination of the Commitment of any Lender as provided in Section 2.21)Required Lenders. Any All 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. (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. (a) The Initial Term Loan Unless previously terminated, the Revolving 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 will 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 The Borrowers may, upon notice by the Parent Borrower to the Administrative Agent, terminate the Borrower may at any time in whole permanently terminateAggregate Revolving Commitments, or from time to time in part permanently reduce, reduce the unused Commitments of any ClassAggregate Revolving Commitments; provided, however, provided that (i) each any such notice shall be received by the Administrative Agent not later than 12:00 Noon three (3) Business Days prior to the date of termination or reduction (or such shorter period as the Administrative Agent may reasonably agree), (ii) any such partial reduction of the Commitments shall be in an integral aggregate amount of $5,000,000 or any whole 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 in its reasonable discretion) excess thereof, and (iiiii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any reduction of concurrent prepayments hereunder, (A) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Outstanding Amount of all Letters of Credit would exceed the Letter of Credit Sublimit or Sublimit, (C) the Outstanding Amount of all Swing Line Loans would exceed the Swing Line Sublimit or (D) the Outstanding Amount of all Revolving Committed Loans denominated in Alternative Currencies exceeds an amount equal to the amount Alternative Currency Sublimit. Each notice of termination shall specify such election to terminate and the effective date thereof. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Participating Aggregate Revolving Credit Commitments, such sublimit shall be automatically reduced by the amount of such excess. Except as provided in the immediately preceding sentence, the The amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Parent Borrower. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. A notice of termination or reduction delivered by the Parent Borrower pursuant to this Section 2.09(b) 2.07 may state that it such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including an event, such as the effectiveness of other credit facilities), the receipt of proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of proceeds from a Disposition, in which case such notice may be revoked by the Parent 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 delayedsatisfied. (c) EachUpon any reduction in theof unused Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, the Commitment of each Lender of 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). Any commitment fees accrued until the effective date of any termination of the Revolving Credit Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and Parent shall have the Initial Revolving Credit Commitments shall automatically terminate right, 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, 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 less than three Business Days’ prior written notice (or fax shorter notice period approved by the Administrative Agent) to the Administrative Agent, to terminate the Borrower may at any time in whole permanently terminateRevolving Commitments or the Tranche A Term Commitments, or from time to time in part permanently reducetime, to reduce the unused amount of the Revolving Commitments of any Class; provided, however, or the Tranche A Term Commitments; provided that (i) each partial no such termination or reduction of the Revolving Commitments shall be 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 in its reasonable discretion) and (ii) permitted if, after giving effect thereto and to any prepayments of the 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 partial reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the applicable Commitments then in effect. Each reduction of the Commitments, the Letter of Credit Sublimit or the 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 in the immediately preceding sentence, the amount of any such Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. 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 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 in theof unused Commitments hereunder shall be made ratably among the Revolving Lenders in accordance with their respective applicable Commitments.of any Class, the Commitment of Revolving Commitments and each Lender of such Class shall be reduced on a pro rata basis (determined on the basis reduction of the aggregate Commitments under such Class) (other than the termination of the Commitment of any Lender as provided in Section 2.21). Any commitment fees accrued until the effective date of any termination of the Revolving Credit Tranche A Term Commitments shall be paid made ratably among the Tranche A Term Lenders in accordance with their respective Tranche A Term Commitment. Notwithstanding the foregoing, the Parent may rescind or postpone any notice of termination of any of the Commitments if such termination would have resulted from a refinancing of all or any portion of any Facility or Facilities, which refinancing shall not be consummated or otherwise shall be delayed. To the extent not previously terminated, all unused Tranche A Term Commitments hereunder shall terminate on the effective earlier of (i) the Closing Date (after giving effect to the Loans made on such date) and (ii) 11:59 p.m. (New York City time) on the date that is five Business Days after the Outside Date (as defined in and determined in accordance with the terms of the Merger Agreement as in effect on December 13, 2021). To the extent not previously terminated, all Revolving Commitments shall terminate at 11:59 p.m. (New York City time) on the date that is five Business Days after the Outside Date (as defined in and determined in accordance with the terms of the Merger Agreement as in effect on December 13, 2021) unless the Closing Date has occurred on or prior to such terminationdate.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Borrower may, 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, 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 Borrower may at any time in whole permanently terminateAggregate Revolving Commitments, or from time to time in part permanently reduce, reduce the unused Commitments of any ClassAggregate Revolving Commitments; provided, however, provided that (i) each any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Commitments shall be in an integral aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and in a minimum amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by any concurrent prepayments hereunder, the Administrative Agent in its reasonable discretion) Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, and (iiiv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Participating Aggregate Revolving Credit Commitments, such sublimit shall be automatically reduced by the amount of such excess. Except as provided The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Subject to clause (iv) of the proviso to the first sentence in the immediately preceding sentencethis Section 2.07, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any such notice reduction 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 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 in theof unused Aggregate Revolving Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, applied to the Commitment of each Lender of 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)according to its Applicable Percentage. Any commitment 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. (b) [Reserved]. (c) [Reserved]. (d) The aggregate Term A Loan Commitments shall be automatically permanently reduced to zero on the date of the Borrowing of Term A Loans. (e) The aggregate Delayed Draw Term A Loan Commitments shall be automatically permanently reduced to zero on the Delayed Draw Term A Loan Termination Date. (f) The aggregate Term B Loan Commitments shall be automatically permanently reduced to zero on the date of the Borrowing of Term B Loans.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Company may, at any time or from time to time, 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, 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, the Borrower may at any time in whole permanently terminateterminate entirely, or from time to time in part permanently reduce, the unused Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of any ClassRevolving Loans, Swing Line Loans and L/C Obligations; provided, however, provided that (i) each any such notice shall be received by the Administrative Agent not later than 12:00 noon three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Commitments shall be in an integral aggregate amount of $2,000,000 or any whole 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 in its reasonable discretion) excess thereof and (iiiii) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Alternative Currency Sublimit, the Financial Letter of Credit Sublimit, the Foreign Borrower Sublimit or the any Swing Line Sublimit exceeds the amount of the Participating Aggregate Revolving Credit Commitments, such sublimit shall be automatically reduced by the amount of such excess. Except as provided in The Administrative Agent will promptly notify the immediately preceding sentence, Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Financial Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the BorrowerCompany. Any such notice reduction 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 effectiveness of other credit facilities), in which case such notice may Aggregate Revolving Commitments shall be revoked by the Borrower (or the Borrower may delay the date of prepayment identified therein to a later date reasonably acceptable applied 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 in theof unused Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, the Revolving Commitment of each Lender of 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)according to its Pro Rata Share. Any commitment All fees accrued with respect thereto until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination. (b) At the Company’s option, the unutilized portion of any Delayed Draw Term Loan Commitments may be irrevocably cancelled in whole or in part at any time prior to the Acquisition Closing Date without penalty. The aggregate Delayed Draw Term Loan Commitments shall be automatically and permanently reduced to zero on the date of, and after giving effect to, the Borrowing of the Delayed Draw Term Loans.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Borrower may, 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, 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 Borrower may at any time in whole permanently terminateAggregate Commitments, or from time to time permanently reduce the Aggregate Commitments, in part permanently reduce, the unused Commitments of any Classwhole or in part; provided, however, provided that (i) each any such notice shall be received by the Administrative Agent not later than 12:00 p.m. three Business Days prior to the date of termination or reduction, (ii) any such termination or reduction shall be made on a pro rata basis, (iii) any such partial reduction of the Commitments shall be in an integral aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iv) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and in a minimum amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by any concurrent prepayments hereunder, the Administrative Agent in its reasonable discretion) Total Outstandings would exceed the Aggregate Commitments, and (iiv) 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 Participating Revolving Credit Aggregate Commitments, such sublimit Sublimit shall be automatically reduced by the amount of such excess. Except as provided in The Administrative Agent will promptly notify the immediately preceding sentence, the amount Lenders of any such Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any such notice of termination or reduction pursuant to this Section 2.09(b) may state that it is conditioned upon of the occurrence or non-occurrence Aggregate Commitments. Any reduction of any event specified therein (including the 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 in theof unused Aggregate Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, applied to the Commitment of each Lender of 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)according to its Applicable Percentage. Any commitment All fees accrued until the effective date of any termination of the Revolving Credit 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 Agent (a) The Initial 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 which notice may be conditioned on the Maturity Date for the applicable Class occurrence or non-occurrence of Revolving Credit Commitmentsany event; provided that (x) the foregoing Borrower shall not release compensate and hold harmless any Revolving Credit Lender from any liability it may have for its loss, cost or expense incurred by such Lender in accordance with Section 3.05 as a result of the failure to fund Revolving Credit Loansterminate the Aggregate Commitments), 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) terminate 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, the Borrower may at any time in whole permanently terminateAggregate Commitments, or from time to time in part permanently reduce, reduce the unused Commitments of any ClassAggregate Commitments; provided, however, provided that (i) each any such notice shall be received by the Lead Administrative Agent not later than 12:00 noon three Business Days prior to the date of termination or reduction, or such later time as the Lead Administrative Agent may agree in its reasonable discretion, (ii) any such partial reduction of the Commitments shall be in an integral aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and in a minimum amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by any concurrent prepayments hereunder, the Administrative Agent in its reasonable discretion) Total Outstandings would exceed the Aggregate Commitments, and (iiiv) 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 Participating Revolving Credit Aggregate Commitments, such sublimit shall be automatically reduced by the amount of such excess. Except as provided in The Lead Administrative Agent will promptly notify the immediately preceding sentence, Lenders of any such notice of termination or reduction of the Aggregate Commitments. The amount of any such Revolving Credit Aggregate Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any such notice reduction 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 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 in theof unused Aggregate Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, applied to the Commitment of each Lender of 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)according to its Applicable Percentage. Any commitment All fees accrued until the effective date of any termination of the Revolving Credit Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Borrower may, 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, 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 Borrower may at any time in whole permanently terminateAggregate Commitments, or from time to time in part permanently reduce, reduce the unused Commitments of any ClassAggregate Commitments; provided, however, provided that (i) each any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Commitments shall be in an integral aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and in a minimum amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by any concurrent prepayments hereunder, the Administrative Agent in its reasonable discretion) Total Outstandings would exceed the Aggregate Commitments, and (iiiv) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Participating Revolving Credit Aggregate Commitments, such sublimit Sublimit shall be automatically reduced by the amount of any such excess. Except as provided in The Administrative Agent will promptly notify the immediately preceding sentence, the amount Lenders of any such Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any such notice of termination or reduction pursuant to this Section 2.09(b) of the Aggregate Commitments. A notice of termination of the Aggregate Commitments delivered by the Borrower may state that it such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case and 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 satisfied; provided, however, the satisfaction 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 condition is delayed. (c) EachUpon any reduction in theof unused Commitments hereunder shall be made ratably among the Lenders notice of termination in accordance with their respective applicable Commitments.of Sections 3.05 or 10.04. The amount of any Classsuch Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Bid Loan 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 of 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)according to its Applicable Percentage. Any commitment All fees accrued until the effective date of any termination of the Revolving Credit Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Company may, 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, 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 Borrower may at any time in whole permanently terminateAggregate Commitments, or from time to time in part permanently reduce, reduce the unused Commitments of any ClassAggregate Commitments; provided, however, provided that (i) each any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Commitments shall be in an integral aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and in a minimum amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by any concurrent prepayments hereunder, the Administrative Agent in its reasonable discretion) Total Outstandings would exceed the Aggregate Commitments, and (iiiv) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit, the HIL Sublimit, the Designated Borrower Sublimit or the Swing Line Sublimit exceeds the amount of the Participating Revolving Credit Aggregate Commitments, such sublimit 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. Except as provided set forth in the immediately preceding sentenceclause (iv) above, the amount of any such Revolving Credit Aggregate Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line any Sublimit unless otherwise specified by the BorrowerCompany. 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. Not more than two times per fiscal year, a notice of termination or reduction pursuant to this Section 2.09(b) reduce the Aggregate Commitments hereunder may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities)facilities or the incurrence of other Indebtedness, the consummation of a particular Disposition or the occurrence of a Change of Control, in which case such notice may be revoked by the Borrower applicable Borrower(s) (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 commitment reduction date) if such condition is not satisfied or the satisfaction of such condition is delayedsatisfied. (c) EachUpon any reduction in theof unused Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, the Commitment of each Lender of 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). Any commitment fees accrued until the effective date of any termination of the Revolving Credit Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and under any Facility may be terminated or permanently reduced in whole or in part by notice from the Initial Revolving Credit Commitments shall automatically terminate upon Borrower to 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 CommitmentsAdministrative Agent; provided that (xi) 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 such notice thereof must be funded received by it on or 1:00 p.m. (New York time) at least five (5) Business Days prior to the date of reduction or termination and any 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 reduction 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, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the unused Commitments of any Class; provided, however, that (i) each partial reduction of the Commitments terminations shall be in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 1,000,000 and integral multiples of $1,000,000 in excess thereof; (ii) the Borrower shall not terminate or in such lower minimum amounts or multiples as agreed reduce the Aggregate Revolving Commitments if, after giving effect thereto and to by any concurrent prepayments and Cash Collateralization hereunder, the Administrative Agent in its reasonable discretion) Outstanding Amount of Revolving Obligations thereunder would exceed the Aggregate Revolving Commitments; and (iiiii) if, after giving effect to any reduction or termination of the Aggregate Revolving Commitments, the Letter of Credit Alternative Currency Sublimit, the L/C Sublimit or the Swing Line Swingline Sublimit exceeds the amount of the Participating Aggregate Revolving Credit Commitments, such sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will give prompt notice to the Lenders of any such termination of or reduction in Commitments. Except as provided in the immediately preceding sentenceclause (iii) above, the amount any reduction of any such the Aggregate Revolving Credit Commitment reduction Commitments shall not be applied to the Letter of Credit Alternative Currency Sublimit, the L/C Sublimit or the Swing Line Swingline Sublimit unless otherwise specified by the Borrower. Any termination or reduction of any Commitments under any Facility shall be applied to the Commitment of each applicable Lender under such Facility according to its Pro Rata Share of such Facility. All commitment or other fees accrued with respect to any Commitment through the effective date of any termination thereof shall be paid on the effective date of such termination. A notice of termination or reduction pursuant to this Section 2.09(b) of the Commitments delivered by the Borrower shall be irrevocable except that 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 (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 delayedsatisfied. (c) EachUpon any reduction in theof unused Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, the Commitment of each Lender of 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). Any commitment fees accrued until the effective date of any termination of the Revolving Credit Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Borrower may, 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, 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, Agent (which notice may be conditioned on the occurrence or non-occurrence of any event; provided that the Borrower may at shall compensate and hold harmless any time Lender from any loss, cost or expense incurred by such Lender in whole permanently terminateaccordance with Section 3.05 as a result of the failure to terminate the Aggregate Commitments), terminate the Aggregate Commitments, or from time to time in part permanently reduce, reduce the unused Commitments of any ClassAggregate Commitments; provided, however, provided that (i) each any such notice shall be received by the Administrative Agent not later than 12:00 noon three Business Days prior to the date of termination or reduction, or such later time as the Administrative Agent may agree in its reasonable discretion, (ii) any such partial reduction of the Commitments shall be in an integral aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and in a minimum amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by any concurrent prepayments hereunder, the Administrative Agent in its reasonable discretion) Total Outstandings would exceed the Aggregate Commitments, and (iiiv) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit Sublimit, or the Swing Line Sublimit exceeds the amount of the Participating Revolving Credit Aggregate Commitments, such sublimit Sublimit shall be automatically reduced by the amount of such excess. Except as provided in The Administrative Agent will promptly notify the immediately preceding sentence, Lenders of any such notice of termination or reduction of the Aggregate Commitments. The amount of any such Revolving Credit Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any such notice reduction 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 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 in theof unused Aggregate Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, applied to the Commitment of each Lender of 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)according to its Applicable Percentage. Any commitment All fees accrued until the effective date of any termination of the Revolving Credit Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Borrowers may, 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, 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 Borrower may at any time in whole permanently terminateAggregate Commitments and this Agreement, or from time to time in part permanently reduce, reduce the unused Aggregate Commitments of any Classunder this Agreement; provided, however, provided that (i) each any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Commitments shall be in an integral aggregate amount of $10,000,000 or any whole 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 in its reasonable discretion) excess thereof, and (iiiii) the Borrowers shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any reduction of the Commitmentsconcurrent prepayment and/or Cash Collateralization hereunder, the Letter of Credit Sublimit or Total Outstandings would exceed the Swing Line Sublimit exceeds Aggregate Commitments. The Administrative Agent will promptly notify the amount of the Participating Revolving Credit Commitments, such sublimit shall be automatically reduced by the amount of such excess. Except as provided in the immediately preceding sentence, the amount Lenders of any such Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any such notice of termination or reduction pursuant of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Pro Rata Share; 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 2.09(b) may state that it is conditioned upon 2.05 to the occurrence or non-occurrence unused Commitments of any event one or more Defaulting Lenders specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower Borrowers (or which application may result in a change of the Borrower may delay Pro Rata Shares of the date of prepayment identified therein to a later date reasonably acceptable Lenders) before applying any remaining reduction 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 in theof unused Commitments hereunder shall be made ratably among the of all Lenders in accordance with their respective applicable Commitments.of any Class, the Commitment of each Lender of 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)Pro Rata Shares. Any commitment All fees accrued until the effective date of any termination of the Revolving Credit 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 Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Borrower may, 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, 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 Borrower may at any time in whole permanently terminateAggregate Commitments and, prior to the Acquisition Increase Date, the Acquisition Increase Amount, or from time to time in part permanently reducereduce the Aggregate Commitments and, prior to the Acquisition Increase Date, the unused Commitments of any ClassAcquisition Increase Amount; provided, however, provided that (i) each partial reduction of the Commitments any such notice shall be 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 received by the Administrative Agent in its reasonable discretion) and (ii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Participating Revolving Credit Commitments, such sublimit shall be automatically reduced by the amount of such excess. Except as provided in the immediately preceding sentence, the amount of any such Revolving Credit Commitment reduction shall not be applied later than 11:00 a.m. three Business Days prior to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any such notice date of termination or reduction pursuant to this Section 2.09(b) reduction; provided that, such a notice may state that it such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities)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 (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 satisfied, (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, (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 satisfaction Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or such Swing Line Sublimit shall be automatically reduced by the amount of such condition is delayed. (c) EachUpon excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction in theof unused of the Aggregate Commitments hereunder and/or Acquisition Increase Amount. Any reduction of the Aggregate Commitments shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, applied to the Commitment of each Lender of 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)according to its Pro Rata Share. Any All commitment fees accrued until the effective date of any termination of the Revolving Credit Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Company may, 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, 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 Borrower may at any time in whole permanently terminateAggregate Revolving Commitments, or from time to time in part permanently reduce, reduce the unused Commitments of any ClassAggregate Revolving Commitments; provided, however, provided that (i) each any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Commitments shall be in an integral aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and in a minimum amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by any concurrent prepayments hereunder, the Administrative Agent in its reasonable discretion) Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, and (iiiv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit, the HIL Sublimit, the Designated Borrower Sublimit or the Swing Line Sublimit exceeds the amount of the Participating Aggregate Revolving Credit Commitments, such sublimit Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Revolving Credit Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Except as provided set forth in the immediately preceding sentenceclause (iv) above, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line any Sublimit unless otherwise specified by the BorrowerCompany. Any reduction of the Aggregate Revolving Commitments shall be applied to the Commitment of each Lender according to its Applicable Revolving Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. Not more than two times per fiscal year, a notice of termination or reduction pursuant to this Section 2.09(b) reduce the Aggregate Revolving Commitments hereunder may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities)facilities or the incurrence of other Indebtedness, the consummation of a particular Disposition or the occurrence of a Change of Control, in which case such notice may be revoked by the Borrower applicable Borrower(s) (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 commitment reduction date) if such condition is not satisfied or the satisfaction of such condition is delayedsatisfied. (c) EachUpon any reduction in theof unused Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, the Commitment of each Lender of 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). Any commitment fees accrued until the effective date of any termination of the Revolving Credit Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Company may, 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, 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 Borrower may at any time in whole permanently terminateAggregate Commitments, or from time to time in part permanently reduce, reduce the unused Commitments of any ClassAggregate Commitments; provided, however, provided that (i) each any such notice will be received by the Administrative Agent not later than 10:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Commitments shall will be in an integral aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company will not terminate or reduce the Aggregate Commitments if, after giving effect thereto and in a minimum amount to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, unless the Total Outstandings consist solely of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by the Administrative Agent in its reasonable discretion) Outstanding Amount of L/C Obligations and the Company has concurrently Cash Collateralized the Outstanding Amount of L/C Obligations, and (iiiv) 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 Participating Revolving Credit Aggregate Commitments, such sublimit shall will be automatically reduced by the amount of such excess. A notice of termination of the Aggregate Commitments 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 full of the Obligations under this Agreement, 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. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Except as provided in the immediately preceding sentenceotherwise set forth above, the amount of any such Revolving Credit Aggregate Commitment reduction shall will not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the BorrowerCompany. Any such notice reduction of termination or reduction pursuant the Aggregate Commitments will be applied 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 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 in theof unused Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, the Commitment of each Lender of 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)according to its Applicable Percentage. Any commitment All fees accrued until the effective date of any termination of the Revolving Credit Aggregate Commitments shall will be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Company may, 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, 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 Borrower may at any time in whole permanently terminateAggregate Commitments, or from time to time in part permanently reduce, reduce the unused Commitments of any ClassAggregate Commitments; provided, however, provided that (i) each partial reduction any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days (or, solely to the extent that there are no Credit Extensions outstanding in respect of the Commitments which are to be reduced or terminated, 12:00 noon) on the date of termination or reduction, provided further if any Outstanding Amount shall be denominated in an Alternative Currency or Special Notice Currency and would be repaid in connection with such termination or reduction, the Administrative Agent shall receive such notice 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 integral aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and in a minimum amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by any concurrent prepayments hereunder, the Administrative Agent in its reasonable discretion) Total Outstandings would exceed the Aggregate Commitments, and (iiiv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit Sublimit, or the Swing Line Sublimit exceeds the amount of the Participating Revolving Credit Aggregate Commitments, such sublimit Sublimit shall be automatically reduced by the amount of such excess. Except as provided in The Administrative Agent will promptly notify the immediately preceding sentence, Lenders of any such notice of termination or reduction of the Aggregate Commitments. The amount of any such Revolving Credit Aggregate Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the BorrowerCompany. Any such notice reduction 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 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 in theof unused Aggregate Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, applied to the Commitment of each Lender of 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)according to its Applicable Percentage. Any commitment All fees accrued until the effective date of any termination of the Revolving Credit Aggregate Commitments shall be paid on the effective date of such termination. (b) The Additional Commitments shall automatically terminate on the Additional Commitment Termination Date, unless the Additional Commitment Availability Date shall have occurred on or prior thereto. Any termination of the Additional Commitments pursuant to this Section 2.07(b) shall be permanent. The Company shall notify the Administrative Agent upon the termination of the Additional Commitments pursuant to this Section 2.07(b) and the Administrative Agent shall promptly notify each Lender upon receipt of such notice.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Borrower may, 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, 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 Borrower may at any time in whole permanently terminateAggregate Commitments, or from time to time in part permanently reduce, reduce the unused Commitments of any ClassAggregate Commitments; provided, however, provided that (i) each 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 or such lesser amount of time as the Administrative Agent may agree, (ii) any such partial reduction of the Commitments shall be in an integral aggregate amount of $5,000,000 or any whole multiple of $1,000,000 and in a minimum amount of $5,000,000 excess thereof, (or in such lower minimum amounts or multiples as agreed to by the Administrative Agent in its reasonable discretioniii) and (ii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Participating Revolving Credit Commitments, such sublimit shall be automatically reduced by the amount of such excess. Except as provided in the immediately preceding sentence, the amount of any such Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any such notice of termination or reduction pursuant to this Section 2.09(b) may state that it termination is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities)facilities or one or more other events specified therein, 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 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, and (v) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the satisfaction Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such condition is delayed. (c) EachUpon excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction in theof unused 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 hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, applied to the Commitment of each Lender of 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)according to its Applicable Percentage. Any commitment All fees accrued until the effective date of any termination of the Revolving Credit 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 Revolving Credit Commitments, or from time to time permanently reduce the Revolving Credit Commitments; provided that (ai) The Initial Term Loan Commitments any such notice shall be received by the Administrative Agent not later than 2:00 p.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Initial Borrower shall not terminate or reduce the Revolving Credit Commitments shall automatically terminate upon if, after giving effect thereto and to any concurrent prepayments hereunder, the Commitment Termination Date and aggregate Revolving Credit Exposure would exceed the Aggregate Commitments. The Administrative Agent will promptly notify the Revolving Credit Lenders of any Incremental Loan such notice of termination or reduction of the Revolving Credit Commitments. Any reduction of the Aggregate Commitments shall terminate as provided in be applied to 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 according to 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, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the unused Commitments of any Class; provided, however, that (i) each partial reduction of the Commitments shall be 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 in its reasonable discretion) and (ii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Participating Revolving Credit Commitments, such sublimit shall be automatically reduced by the amount of such excessPro Rata Share. Except as provided in the immediately preceding sentence, the amount of any such Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. 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 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 in theof unused Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, the Commitment of each Lender of 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). Any commitment All fees accrued until the effective date of any termination of the Revolving Credit Aggregate 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 2.10 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 Commitments, which refinancing shall not be consummated or shall otherwise be delayed. Unless previously terminated, the Term Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date. The Borrower may, upon notice to the Administrative Agent, terminate or permanently reduce the Revolving Credit Commitments of any Impacted Lender in whole or in part, if no Revolving Loans are then outstanding to the extent the aggregate remaining Revolving Credit Commitments would be at least equal to the aggregate Revolving Credit Exposure.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Borrower may, 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, 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, (x) terminate the Borrower may at any time in whole permanently terminateAggregate Revolving Commitments, or from time to time in part permanently reducereduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans and L/C Obligations or (y) prior to the Initial Funding Date, terminate or permanently reduce the unused Commitments of any ClassAggregate Term Loan Commitments; provided, however, provided that (i) each any such notice shall be received by the Administrative Agent not later than 12:00 noon three Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Commitments shall be in an integral aggregate amount of $2,000,000 or any whole multiple of $1,000,000 and in a minimum amount of $5,000,000 excess thereof, (or in such lower minimum amounts or multiples as agreed to by the Administrative Agent in its reasonable discretion) and (iiiii) if, after giving effect to any reduction of the Commitments, Aggregate Revolving Commitments or the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Participating Aggregate Revolving Credit Commitments, such sublimit shall be automatically reduced by the amount of such excess. Except as provided in the immediately preceding sentence, the amount of excess and (iv) any such Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any such notice of termination or reduction pursuant to this Section 2.09(b) may state that it such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities)financing arrangements, 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 with such revocation subject to Section 3.05. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments or the satisfaction Aggregate Term Loan Commitments. Any reduction of such condition is delayed. (c) EachUpon any reduction in theof unused the Aggregate Revolving Commitments hereunder shall be made ratably among applied to the Lenders in accordance with their respective applicable Commitments.of any Class, the Revolving Commitment of each Lender according to its Applicable Percentage. Any reduction of such Class the Aggregate Term Loan Commitments shall be reduced on a pro rata basis (determined on applied to the basis of the aggregate Commitments under such Class) (other than the termination of the Term Loan Commitment of any each Lender as provided in Section 2.21)according to its Applicable Percentage. Any commitment All fees accrued with respect thereto until the effective date of any termination or reduction of the Aggregate Revolving Credit Commitments or the Aggregate Term Loan Commitments shall be paid on the effective date of such terminationtermination or reduction. (b) The Commitments shall automatically terminate if the Initial Funding Date has not occurred on or prior to November 20, 2009.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Company may, 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, 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 Borrower may at any time in whole permanently terminateAggregate Commitments, or from time to time in part permanently reduce, reduce the unused Commitments of any ClassAggregate Commitments; provided, however, provided that (i) each any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Commitments shall be in an integral aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and in a minimum amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by any concurrent prepayments hereunder, the Administrative Agent in its reasonable discretion) Total Outstandings would exceed the Aggregate Commitments, and (iiiv) 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 Participating Revolving Credit Aggregate Commitments, such sublimit Sublimit shall be automatically reduced by the amount of such excess. Except as provided in The Administrative Agent will promptly notify the immediately preceding sentence, Lenders of any such notice of termination or reduction of the Aggregate Commitments. The amount of any such Revolving Credit Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the BorrowerCompany. Any such notice reduction 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 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 in theof unused Aggregate Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, applied to the Commitment of each Lender of 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)according to its Applicable Percentage. Any commitment All fees accrued until the effective date of any termination of the Revolving Credit 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, and if any notice so states, it may be revoked by the Company 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 notice is to be revoked; provided that the Borrowers will continue to be responsible for any costs or expenses pursuant to Section 3.05 in connection with the failure to prepay Loans resulting from such revocation.

Termination or Reduction of Commitments. (a) The Initial Term Loan Unless previously terminated, the Revolving 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 will 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 The Borrowers may, upon notice by the Parent Borrower to the Administrative Agent, terminate the Borrower may at any time in whole permanently terminateAggregate Revolving Commitments, or from time to time in part permanently reduce, reduce the unused Commitments of any ClassAggregate Revolving Commitments; provided, however, provided that (i) each any such notice shall be received by the Administrative Agent not later than 12:00 Noon three (3) Business Days prior to the date of termination or reduction (or such shorter period as the Administrative Agent may reasonably agree), (ii) any such partial reduction of the Commitments shall be in an integral aggregate amount the Dollar Equivalent of which is $5,000,000 or any whole 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 in its reasonable discretion) excess thereof, and (iiiii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any reduction of concurrent prepayments hereunder, (A) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Outstanding Amount of all Letters of Credit would exceed the Letter of Credit Sublimit Sublimit, or (C) the Swing Line Sublimit Outstanding Amount of all Committed Revolving Loans denominated in Alternative Currencies exceeds an amount equal to the amount Alternative Currency Sublimit. Each notice of termination shall specify such election to terminate and the effective date thereof. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Participating Aggregate Revolving Credit Commitments, such sublimit shall be automatically reduced by the amount of such excess. Except as provided in the immediately preceding sentence, the The amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Parent Borrower. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. A notice of termination or reduction delivered by the Parent Borrower pursuant to this Section 2.09(b) 2.07 may state that it such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including an event, such as the effectiveness of other credit facilities), the receipt of proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of proceeds from a Disposition, in which case such notice may be revoked by the Parent 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 delayedsatisfied. (c) EachUpon any reduction in theof unused Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, the Commitment of each Lender of 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). Any commitment fees accrued until the effective date of any termination of the Revolving Credit Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Borrower may, 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, 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 Borrower may at any time in whole permanently terminateAggregate Commitments, or from time to time permanently reduce the Aggregate Commitments, in part permanently reduceany such case, the unused Commitments of without any Classpremium or penalty; provided, however, that that: (ia) each any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction; (b) any such partial reduction of the Commitments shall be in an integral aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof; (c) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and in a minimum amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by any concurrent prepayments hereunder, the Administrative Agent in its reasonable discretion) Total Outstandings would exceed the Aggregate Commitments; and (iid) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or and/or the Swing Line Swingline Sublimit exceeds the amount of the Participating Revolving Credit Aggregate Commitments, such sublimit Letter of Credit Sublimit and/or such Swingline Sublimit shall be automatically reduced by the amount of such excess. Except as provided in the immediately preceding sentence, the The amount of any such Revolving Credit Commitment reduction of the Aggregate Commitments shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Swingline Sublimit unless otherwise specified by the Borrower. Any The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction pursuant to this Section 2.09(b) may state that it is conditioned upon of the occurrence or non-occurrence Aggregate Commitments. Any reduction of any event specified therein (including the 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 in theof unused Aggregate Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, applied to the Commitment of each Lender of 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)according to its Applicable Percentage. Any commitment All fees accrued until the effective date of any termination of the Revolving Credit Aggregate Commitments shall be paid on the effective date of such termination. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Aggregate Commitments if such termination would have been effected in connection with any refinancing of the Obligations and such refinancing is not consummated or is otherwise delayed.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Borrower may, 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, 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 Borrower may at any time in whole permanently terminateRevolving Commitments, or from time to time in part permanently reduce, reduce the unused Commitments of any ClassRevolving Commitments; provided, however, provided that (i) each any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Commitments shall be in an integral aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect thereto and in a minimum amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by any concurrent prepayments hereunder, the Administrative Agent in its reasonable discretion) Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, and (iiiv) if, after giving effect to any reduction of the Revolving Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit Sublimit, or the Swing Line Sublimit exceeds the amount of the Participating Aggregate Revolving Credit Commitments, such sublimit Sublimit shall be automatically reduced by the amount of any such excess. Except as provided in The Administrative Agent will promptly notify the immediately preceding sentence, Revolving Lenders of any such notice of termination or reduction of the Revolving Commitments. The amount of any such Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any such notice reduction 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 effectiveness of other credit facilities), in which case such notice may Aggregate Commitments shall be revoked by the Borrower (or the Borrower may delay the date of prepayment identified therein to a later date reasonably acceptable applied 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 in theof unused Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, the Revolving Commitment of each Revolving Lender of 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)according to its Applicable Percentage. Any commitment All fees accrued until the effective date of any termination of the Revolving Credit Commitments shall be paid on the effective date of such termination. (b) The Term Commitment of each Term Lender as set forth in Schedule 2.01 as of the date hereof shall be automatically and permanently reduced by the amount of the Term Loan made by such Term Lender on the Closing Date. (c) The Term Commitment of each Term Lender as set forth on any supplement to Schedule 2.01 delivered by the Administrative Agent pursuant to Section 2.15(d) in respect of any Term Commitment Increase Effective Date shall be automatically and permanently reduced by the amount of the Incremental Term Loan made by such Term Lender on such Term Commitment Increase Effective Date.

Termination or Reduction of Commitments. (ai) The Initial Upon the expiration of the Term Loan A-4 Availability Period, the Aggregate Term Loan A-4 Commitments shall be automatically and permanently terminated. (ii) On the applicable Term Loan A-3 Conversion Date, the Aggregate Term Loan A- 3 Commitments and the Initial Revolving Credit corresponding Term Loan A-3 Commitments shall be automatically terminate upon and permanently reduced on such date by an amount equal to the Commitment Termination Date aggregate original principal amount of the Term Loan A-3 Advances converted to the amortizing Segment of the Term Loan A-3 on such date. (iii) On the applicable Revolving Loan Conversion Date, the Aggregate Revolving Commitments and any Incremental Loan the corresponding Revolving Commitments shall be automatically and permanently reduced on such date by an amount equal to the aggregate original principal amount of the Revolving Advances converted to the amortizing Segment of Revolving Term Loans pursuant to Section 2.01(f)(ii) and Section 2.01(f))(iii) of this Agreement. (iv) Borrower Agent may, upon notice to the Administrative Agent, terminate as 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 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 Agent shall not terminate or reduce the related Incremental Assumption AgreementAggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Facility Outstandings (except for Revolving Term Loans) would exceed the Aggregate Revolving Commitments, and (iv) all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance herewith. 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 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 according to 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, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the unused Commitments of any Class; provided, however, that (i) each partial reduction of the Commitments shall be 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 in its reasonable discretion) and (ii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Participating Revolving Credit Commitments, such sublimit shall be automatically reduced by the amount of such excessApplicable Percentage. Except as provided in the immediately preceding sentence, the amount of any such Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. 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 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 in theof unused Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, the Commitment of each Lender of 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). Any commitment 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. A permanent reduction of the Aggregate Revolving Commitments shall require a corresponding pro rata reduction in the L/C Sublimit. (v) Effective upon the expiration of the Revolving Loan Availability Period and subject to repayment in full of all outstanding Revolving Loans (other than Revolving Term Loans) in accordance with Section 2.04(f)(ii) below, the Commitments of the Revolving Lenders to make any further Revolving Advances shall expire and be of no further force and effect.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Company may, 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, 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 Borrower may at any time in whole permanently terminateAggregate Commitments, or from time to time in part permanently reduce, reduce the unused Commitments of any ClassAggregate Commitments; provided, however, provided that (i) each any such notice shall be received by the Administrative Agent not later than 10:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Commitments shall be in an integral aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and in a minimum amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by any concurrent prepayments hereunder, the Administrative Agent in its reasonable discretion) Total Outstandings would exceed the Aggregate Commitments, and (iiiv) 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 Participating Revolving Credit Aggregate Commitments, such sublimit Sublimit shall be automatically reduced by the amount of such excess. Except as provided in The Administrative Agent will promptly notify the immediately preceding sentence, Lenders of any such notice of termination or reduction of the Aggregate Commitments. The amount of any such Revolving Credit Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the BorrowerCompany. Any such notice reduction 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 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 in theof unused Aggregate Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, applied to the Commitment of each Lender of 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)according to its Applicable Percentage. Any commitment All fees accrued until the effective date of any termination of the Revolving Credit Aggregate Commitments shall be paid on the effective date of such termination. (b) If the Company or any Subsidiary sells any asset permitted by Section 7.05(j) which in the aggregate will result in the realization by the Company or such Subsidiary of Net Cash Proceeds (determined as of the date of such sale, whether or not such Net Cash Proceeds are then received by the Company or such Subsidiary) in excess of $2,500,000, the Aggregate Commitments shall be reduced by the amount of such Net Cash Proceeds immediately upon receipt thereof by the Company or such Subsidiary; provided, that the Aggregate Commitments shall not be so reduced to the extent the Company delivers to the Administrative Agent a certificate that the Company or such Subsidiary intends to use the amount of such Net Cash Proceeds to acquire fixed or capital assets for the Company or any of its Subsidiaries within 330 days of receipt of such Net Cash Proceeds, it being expressly agreed that any amount of Net Cash Proceeds not so reinvested shall permanently reduce the Aggregate Commitments on the date 330 days after the receipt thereof.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Borrower may, 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, 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 Borrower may at any time in whole permanently terminate, Aggregate Commitments or from time to time in part permanently reducereduce the Aggregate Commitments; provided that 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, the unused Commitments of any Class; provided, however, that (i) each partial reduction of the Commitments shall be in an aggregate amount of $5,000,000 or a higher integral multiple of $1,000,000 and in the Borrower may not reduce the Aggregate Commitments to an amount less than the Total Outstandings. The Administrative Agent will promptly notify the Lenders of its receipt of any notice of termination or reduction of the Aggregate Commitments. (b) If any principal payment (other than any regularly scheduled principal payment) of the Senior Notes (a minimum “Mandatory Senior Note Prepayment”) is required to be made pursuant to the Senior Note Agreement, the Aggregate Commitments shall be permanently and irrevocably reduced by the amount (rounded upward, if necessary, to an integral multiple of $100,000) necessary so that the ratio of the amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed reduction to by the Administrative Agent in its reasonable discretion) and (ii) if, after Aggregate Commitments prior to giving effect to any such reduction is equal to the ratio of such Mandatory Senior Note Prepayment to the aggregate outstanding principal amount of the CommitmentsSenior Notes prior to giving effect to such Mandatory Senior Note Prepayment. (c) The Aggregate Commitments shall be permanently and irrevocably reduced concurrently with the receipt by the Borrower or any Subsidiary of any Net Cash Proceeds from the sale of the headquarters facility of the Borrower by an amount (rounded down, if necessary, to an integral multiple of $100,000) equal to the Letter Lender Percentage of Credit Sublimit or the Swing Line Sublimit exceeds such Net Cash Proceeds; provided that the amount of any reduction in the Participating Revolving Credit Commitments, such sublimit Aggregate Commitments required pursuant to this clause (c) shall be automatically reduced by the amount of any reduction of the Aggregate Commitments pursuant to clause (b) resulting from the sale of such excess. Except as provided in headquarters facility. (d) Any reduction of the immediately preceding sentence, the amount of any such Revolving Credit Commitment reduction Aggregate Commitments shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. 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 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 in theof unused Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, the Commitment of each Lender of 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)according to its Pro Rata Share. Any All commitment fees accrued until the effective date of any termination of the Revolving Credit Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Borrowers may, 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, 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 from the Borrower Agent, terminate the Borrower may at any time in whole permanently terminateAggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time in part permanently reducereduce the Aggregate Revolving Credit Commitments, the unused Commitments Letter of any ClassCredit Sublimit or the Swing Line Sublimit; provided, however, provided that (i) each any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Commitments shall be in an integral aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments if, after giving effect thereto and in a minimum amount to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, (B) the Letter of $5,000,000 Credit Sublimit if, after giving effect thereto, the Outstanding Amount of Letter of Credit Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (or in such lower minimum amounts or multiples as agreed C) the Swing Line Sublimit if, after giving effect thereto and to by any concurrent prepayments hereunder, the Administrative Agent in its reasonable discretion) Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit and (iiiv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Participating Aggregate Revolving Credit Commitments, such sublimit Sublimit shall be automatically reduced by the amount of such excess. Except as provided in The Administrative Agent will promptly notify the immediately preceding sentence, the amount Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitment reduction shall not be applied to Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the BorrowerSublimit. Any such notice reduction 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 effectiveness of other credit facilities), in which case such notice may Aggregate Revolving Credit Commitments shall be revoked by the Borrower (or the Borrower may delay the date of prepayment identified therein to a later date reasonably acceptable applied 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 in theof unused Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, the Revolving Credit Commitment of each Revolving Credit Lender of 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)according to its Applicable Percentage. Any commitment 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.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Company may, 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, 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 Borrower may at any time in whole permanently terminateAggregate Commitments, or from time to time in part permanently reduce, reduce the unused Commitments of any ClassAggregate Commitments; provided, however, provided that (i) each any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Commitments shall be in an integral aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and in a minimum amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by any concurrent prepayments hereunder, the Administrative Agent in its reasonable discretion) Total Outstandings would exceed the Aggregate Commitments, and (iiiv) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit, the Swing Line Sublimit or the Swing Line Designated Borrower Sublimit exceeds the amount of the Participating Revolving Credit Aggregate Commitments, such sublimit the applicable Sublimit shall be automatically reduced by the amount of such excess. Except as provided in The Administrative Agent will promptly notify the immediately preceding sentence, Lenders of any such notice of termination or reduction of the Aggregate Commitments. The amount of any such Revolving Credit Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Designated Borrower Sublimit unless otherwise specified by the BorrowerCompany. Any such The Company may from time to time, upon not less than three Business Days’ notice of termination or reduction pursuant to this Section 2.09(b) may state that it is conditioned upon from 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 (or the Borrower may delay the date of prepayment identified therein to a later date reasonably acceptable Company to the Administrative Agent (in each case or such shorter period as may be agreed by written notice to the Administrative Agent on in its sole discretion), reduce the Designated Borrower Sublimit by $50,000,000 or prior to the specified effective date) if such condition is not satisfied or the satisfaction of such condition is delayed. (c) EachUpon any whole multiple thereof, without any corresponding reduction in theof unused the Aggregate Commitments; provided that such reduction shall only be permitted if, after giving effect thereto, the outstanding Loans payable by the Designated Borrowers do not exceed the Designated Borrower Sublimit as so reduced. Any reduction of the Aggregate Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, applied to the Commitment of each Lender of 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)according to its Applicable Percentage. Any commitment All fees accrued until the effective date of any termination of the Revolving Credit 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 Revolving Credit Commitments, or from time to time permanently reduce the Revolving Credit Commitments; provided that (ai) The Initial Term Loan Commitments any such notice shall be received by the Administrative Agent not later than 2:00 p.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Initial Borrower shall not terminate or reduce the Revolving Credit Commitments shall automatically terminate upon if, after giving effect thereto and to any concurrent prepayments hereunder, the Commitment Termination Date and aggregate Revolving Credit Exposure would exceed the Aggregate Commitments. The Administrative Agent will promptly notify the Revolving Credit Lenders of any Incremental Loan such notice of termination or reduction of the Revolving Credit Commitments. Any reduction of the Aggregate Commitments shall terminate as provided in be applied to 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 according to 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, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the unused Commitments of any Class; provided, however, that (i) each partial reduction of the Commitments shall be 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 in its reasonable discretion) and (ii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Participating Revolving Credit Commitments, such sublimit shall be automatically reduced by the amount of such excessPro Rata Share. Except as provided in the immediately preceding sentence, the amount of any such Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. 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 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 in theof unused Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, the Commitment of each Lender of 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). Any commitment All fees accrued until the effective date of any termination of the Revolving Credit Aggregate 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 2.10 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 Commitments, which refinancing shall not be consummated or shall otherwise be delayed. Unless previously terminated, the Initial Term Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date. The Borrower may, upon notice to the Administrative Agent, terminate or permanently reduce the Revolving Credit Commitments of any Impacted Lender in whole or in part, if no Revolving Loans are then outstanding to the extent the aggregate remaining Revolving Credit Commitments would be at least equal to the aggregate Revolving Credit Exposure.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Company may, 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, 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 Borrower may at any time in whole permanently terminateAggregate Commitments, or from time to time in part permanently reduce, reduce the unused Commitments of any ClassAggregate Commitments; provided, however, provided that (i) each any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Commitments shall be in an integral aggregate amount of $3,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and in a minimum amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by any concurrent prepayments hereunder, the Administrative Agent in its reasonable discretion) Total Outstandings would exceed the Aggregate Commitments, and (iiiv) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Bid Loan Sublimit, the Letter of Credit Sublimit, the Swing Line Sublimit or the Swing Line Designated Borrower Sublimit exceeds the amount of the Participating Revolving Credit Aggregate Commitments, such sublimit Sublimit shall be automatically reduced by the amount of such excess. Except as provided in The Administrative Agent will promptly notify the immediately preceding sentence, Lenders of any such notice of termination or reduction of the Aggregate Commitments. The amount of any such Revolving Credit Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Designated Borrower Sublimit unless otherwise specified by the BorrowerCompany. Any such The Company may from time to time, upon not less than three Business Days’ notice of termination or reduction pursuant to this Section 2.09(b) may state that it is conditioned upon from 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 (or the Borrower may delay the date of prepayment identified therein to a later date reasonably acceptable Company to the Administrative Agent (in each case or such shorter period as may be agreed by written notice to the Administrative Agent on in its sole discretion), reduce the Designated Borrower Sublimit by $50,000,000 or prior to the specified effective date) if such condition is not satisfied or the satisfaction of such condition is delayed. (c) EachUpon any whole multiple thereof, without any corresponding reduction in theof unused the Aggregate Commitments; provided that such reduction shall only be permitted if, after giving effect thereto, the outstanding Loans payable by the Designated Borrowers do not exceed the Designated Borrower Sublimit as so reduced. Any reduction of the Aggregate Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, applied to the Commitment of each Lender of 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)according to its Applicable Percentage. Any commitment All fees accrued until the effective date of any termination of the Revolving Credit Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Company may, 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, 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 Borrower may at any time in whole permanently terminateAggregate Revolving Credit Commitments or RPS Acquisition Term Loan Commitments, or from time to time in part permanently reduce, reduce the unused Aggregate Revolving Credit Commitments of any Classor RPS Acquisition Term Loan Commitments; provided, however, provided that (i) each any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Commitments shall be in an integral aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Revolving Credit Commitments if, after giving effect thereto and in a minimum amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by any concurrent prepayments hereunder, the Administrative Agent in its reasonable discretion) Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, and (iiiv) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Participating Aggregate Revolving Credit Commitments, such sublimit Sublimit shall be automatically reduced by the amount of such excess. Except as provided in The Administrative Agent will promptly notify the immediately preceding sentenceapplicable Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments or RPS Acquisition Term Loan Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the BorrowerCompany. Any such notice reduction of termination the Aggregate Revolving Credit Commitments 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 effectiveness of other credit facilities), in which case such notice may RPS Acquisition Term Loan Commitments shall be revoked by the Borrower (or the Borrower may delay the date of prepayment identified therein to a later date reasonably acceptable applied to the Administrative Agent (in each case by written notice to the Administrative Agent on Revolving Credit Commitment 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 in theof unused RPS Acquisition Term Loan Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, the Commitment of each applicable Lender of according to its Applicable Percentage with respect to 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)Commitments. Any commitment All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments or RPS Acquisition Term Loan Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Company may, 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, 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 Borrower may at any time in whole permanently terminateRevolving Credit Facility, or from time to time in part permanently reduce, reduce the unused Commitments of any ClassRevolving Credit Facility; provided, however, provided that (i) each any such notice shall be received by the Administrative Agent not later than 10:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Commitments shall be in an integral aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Revolving Credit Facility if, after giving effect thereto and in a minimum amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by any concurrent prepayments hereunder, the Administrative Agent in its reasonable discretion) Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, and (iiiv) if, after giving effect to any reduction of the CommitmentsRevolving Credit Facility, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Participating Revolving Credit CommitmentsFacility, such sublimit shall be automatically reduced by the amount of such excess. Except as provided in The Administrative Agent will promptly notify the immediately preceding sentence, Revolving Credit Lenders of any such notice of termination or reduction of the Revolving Credit Facility. The amount of any such Revolving Credit Commitment Facility reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the BorrowerCompany. Any such notice reduction of termination or the Revolving Credit Facility shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage (other than a 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 effectiveness of other credit facilities2.14(f), 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 in theof unused Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, the Commitment of each Lender of 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). Any commitment All fees accrued until the effective date of any termination of the Revolving Credit Commitments Facility shall be paid on the effective date of such termination. (b) The aggregateapplicable Term Commitments shall be automatically and permanently reduced to zero on the date of the applicable Term Borrowing.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Borrower may, 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, 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 Borrower may at any time in whole permanently terminateAggregate Commitments, or from time to time in part permanently reduce, reduce the unused Commitments of any ClassAggregate Commitments; provided, however, provided that (i) each any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Commitments shall be in an integral aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and in a minimum amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by any concurrent prepayments hereunder, the Administrative Agent in its reasonable discretion) Total Outstandings would exceed the Aggregate Commitments and (iiiv) 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 Participating Revolving Credit Aggregate Commitments, such sublimit shall be automatically reduced by the amount of such excess. Except as provided in The Administrative Agent will promptly notify the immediately preceding sentence, the amount Lenders of any such Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any such notice of termination or reduction pursuant of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to this Section 2.09(bthe Commitment of each Lender according to its Applicable Percentage. (b) may state that it If at any time, there is conditioned upon any default under the occurrence or non-occurrence terms of any event specified therein (including Advisory Agreement, after giving effect to any applicable cure or grace periods, or a termination of any Advisory Agreement, by its terms or otherwise, the effectiveness obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other credit facilities)amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations shall automatically become effective, in which each case such notice may be revoked by the Borrower (or the Borrower may delay the date without further act 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 delayedany Lender. (c) EachUpon any reduction in theof unused Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, the Commitment of each Lender of 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). Any commitment All fees accrued until the effective date of any termination of the Revolving Credit Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Initial Term Loan Borrower may at any time and from time to time, upon notice to Agent, terminate all or any part of the Dollar Commitments and or 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 Alternative Currency Commitments; provided that (xi) the foregoing any such notice shall be received by Agent 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 later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any 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, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the unused Commitments of any Class; provided, however, that (i) each partial reduction of the Commitments shall be in an integral aggregate amount of $5,000,000 or any whole multiple of $1,000,000 and in a minimum amount of $5,000,000 excess thereof, (iii) Borrower shall not terminate or in such lower minimum amounts or multiples as agreed to by reduce the Administrative Agent in its reasonable discretion) and (ii) Aggregate Revolving Commitments if, after giving effect thereto and to any reduction concurrent prepayments hereunder, the Dollar Equivalent of the Revolving Outstandings would exceed the Aggregate Revolving Commitments, and (iv) Borrower shall not terminate or reduce the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Participating Revolving Credit CommitmentsAlternative Currency Commitments if, such sublimit shall be automatically reduced by the amount of such excess. Except as provided in the immediately preceding sentenceafter giving effect thereto and to any concurrent prepayments hereunder, the amount Dollar Equivalent of Revolving Outstandings denominated in Alternative Currencies would exceed the Alternative Currency Commitments. Agent will promptly notify the Lenders of any such Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any such notice of termination or reduction pursuant to this Section 2.09(b) may state that it is conditioned upon of the occurrence or non-occurrence Aggregate Revolving Commitments. Any reduction of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may Aggregate Revolving Commitments shall be revoked by the Borrower (or the Borrower may delay the date of prepayment identified therein to a later date reasonably acceptable applied 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 in theof unused Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, the Revolving Commitment of each Lender of 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)according to its Applicable Percentage. Any commitment 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. (b) Borrower may, upon notice to 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 Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) Borrower shall not terminate or reduce the Aggregate Term Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Term Outstandings would exceed the Aggregate Term Commitments. Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Term Commitments. Any reduction of Aggregate Term Commitments shall be applied to the Term Commitment of each 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.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Borrower may, 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, 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 Borrower may at any time in whole permanently terminateAggregate Commitments, or from time to time in part permanently reduce, reduce the unused Commitments of any ClassAggregate Commitments; provided, however, provided that (i) each partial reduction of the Commitments any such notice shall be in an integral multiple received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of $1,000,000 and in a minimum amount of $5,000,000 termination or reduction (or in such lower minimum amounts or multiples shorter period as may be agreed to by the Administrative Agent in its reasonable sole discretion) and ), (ii) any such partial reduction shall be (unless the Aggregate Commitments are less than such amount) a whole multiple of US$1,000,000 and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any reduction of the Commitmentsconcurrent prepayments hereunder, the Letter of Credit Sublimit or Total Outstandings would exceed the Swing Line Sublimit exceeds the amount of the Participating Revolving Credit Aggregate Commitments, such sublimit shall be automatically reduced by the amount of such excess. Except as provided in the immediately preceding sentence, the amount of any such Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any such A notice of termination or reduction pursuant to this Section 2.09(b) of the Aggregate Commitment may state that it such termination or reduction is conditioned upon the occurrence of one or non-occurrence of any event more events specified therein (including the effectiveness of other credit facilities)therein, 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 datedate of such termination or reduction) if such any applicable condition is not satisfied satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the satisfaction Aggregate Commitments. Any reduction of such condition is delayed. (c) EachUpon any reduction in theof unused the Aggregate Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, applied to the Commitment of each Lender of such Class according to its Applicable Percentage. Unless previously terminated, the Aggregate Commitments shall be reduced on a pro rata basis (determined automatically terminate at 5:00 p.m. on the basis of the aggregate Commitments under such Class) (other than the Maturity Date. Any reduction or termination of the Commitment of any Lender as provided in Section 2.21)Aggregate Commitments shall be permanent. Any commitment All unpaid fees accrued pursuant to Section 2.07(a) until the effective date of any reduction or termination of the Revolving Credit 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) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Borrower may, 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, 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 unused amounts of the Borrower may at any time in whole permanently terminateRevolving Credit Facility, or from time to time in part permanently reduce, reduce the unused Commitments portions of any Classthe Revolving Credit Facility; provided, however, provided that (i) each any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Commitments shall be in an integral aggregate amount of $5,000,000 or any whole 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 in its reasonable discretion) excess thereof, and (iiiii) the Borrower shall not terminate or reduce the Revolving Credit Facility if, after giving effect thereto and to any reduction of the Commitmentsconcurrent prepayments hereunder, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Participating Revolving Credit Commitments, such sublimit shall be automatically reduced by Outstandings would exceed the amount of such excessRevolving Credit Facility. Except as provided in The Administrative Agent will promptly notify the immediately preceding sentence, the amount Appropriate Lenders of any such Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any such notice of termination or reduction pursuant to this Section 2.09(b) may state that it is conditioned upon of the occurrence or non-occurrence Revolving Credit Facility. Any reduction of any event specified therein (including the 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 in theof unused Commitments hereunder Revolving Credit Facility shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, applied to the Commitment of each Appropriate Lender of 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)according to its Pro Rata Share. Any All commitment fees accrued until the effective date of any termination of the Revolving Credit Commitments Facility shall be paid on the effective date of such termination. (b) On the date of the Term Borrowing, after giving effect to such Term Borrowing, and from time to time thereafter upon each repayment or prepayment of the Term Loans, the aggregate Term Commitments of the Term Lenders shall be automatically and permanently reduced, on a pro rata basis, by an amount equal to the amount by which the aggregate Term Commitments immediately prior to such reduction exceed the aggregate unpaid principal amount of the Term Loans then outstanding. (c) The Letter of Credit Sublimit and the Swing Line Sublimit shall be permanently reduced from time to time on the date of each reduction in the Revolving Credit Facility by the amount, if any, by which the amount of the Letter of Credit Sublimit or the Swing Line Sublimit, as the case may be, exceeds the Revolving Credit Facility after giving effect to such reduction of the Revolving Credit Facility. (d) Upon the occurrence and during the existence of an Event of Default, the Revolving Credit Facility shall be automatically and permanently reduced, on a pro rata basis, on each date on which prepayment thereof is required to be made pursuant to Section 2.06(a) or (b) if requested by the Required Revolving Credit Lenders in an amount equal to the applicable Reduction Amount, provided that each such reduction of the Revolving Credit Facility shall be made ratably among the Revolving Credit Lenders in accordance with their Revolving Credit Commitments.

Termination or Reduction of Commitments. (a) The Initial Term Loan Borrower shall have the right, upon notice delivered to the Administrative Agent no later than 1:00 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 and or, from time to time, to reduce the Initial amount of the 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, L/C Advances no such termination 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, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the unused Commitments of any Class; provided, however, that (i) each partial reduction of the Commitments shall be 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 in its reasonable discretion) and (ii) permitted if, after giving effect thereto and to any reduction prepayments of the CommitmentsRevolving Loans or Swingline Loans made on the effective date thereof, the Letter Revolving Extensions of Credit Sublimit of any Revolving Lender would exceed such Revolving Lender’s Revolving Commitment. Any such reduction shall be in an amount equal to $10,000,000, or a whole multiple of $1,000,000 in excess thereof, shall reduce permanently the Swing Line Sublimit exceeds Revolving Commitments then in effect and shall be applied to reduce the amount Revolving Commitments of the Participating Revolving Credit CommitmentsLenders 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 sublimit shall be automatically reduced by Revolving Commitments based on the respective amount of such excessRevolving Commitments of each Revolving Lender. Except as provided in the immediately preceding sentence, the amount of any such Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified Each notice delivered by the Borrower. Any such notice of termination or reduction Borrower pursuant to this Section 2.09(b) shall be irrevocable, provided that 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 facilitiesfacilities (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 (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 delayedsatisfied. (cb) EachUpon any reduction in theof unused The Existing Revolving Commitments hereunder shall be made ratably among will terminate on the Lenders in accordance with their respective applicable Commitments.of any Class, the Restatement Effective Date. The Term A-2 Commitment of each Lender will terminate on the Restatement Effective Date immediately upon the funding of such Class shall be reduced on a pro rata basis (determined Lender’s Term A-2 Loan thereunder. The Additional Term B Commitment will terminate on the basis Restatement Effective Date immediately upon the funding of the aggregate Commitments under such Class) (other than the termination of the Commitment of any Lender as provided in Section 2.21). Any commitment fees accrued until the effective date of any termination of the Revolving Credit Commitments shall be paid on the effective date of such terminationTerm B Loans thereunder.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Company may, 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, 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 Borrower may at any time in whole permanently terminateAggregate Commitments, or from time to time in part permanently reduce, reduce the unused Commitments of any ClassAggregate Commitments; provided, however, provided that (i) each partial reduction any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days (or, solely to the extent that there are no Credit Extensions outstanding in respect of the Commitments which are to be reduced or terminated, 12:00 noon) on the date of termination or reduction, provided further if any Outstanding Amount shall be denominated in an Alternative Currency or Special Notice Currency and would be repaid in connection with such termination or reduction, the Administrative Agent shall receive such notice 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 integral aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and in a minimum amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by any concurrent prepayments hereunder, the Administrative Agent in its reasonable discretion) Total Outstandings would exceed the Aggregate Commitments, and (iiiv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit Sublimit, or the Swing Line Sublimit exceeds the amount of the Participating Revolving Credit Aggregate Commitments, such sublimit Sublimit shall be automatically reduced by the amount of such excess. Except as provided in The Administrative Agent will promptly notify the immediately preceding sentence, Lenders of any such notice of termination or reduction of the Aggregate Commitments. The amount of any such Revolving Credit Aggregate Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the BorrowerCompany. Any such notice reduction 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 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 in theof unused Aggregate Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, applied to the Commitment of each Lender of 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)according to its Applicable Percentage. Any commitment All fees accrued until the effective date of any termination of the Revolving Credit Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Company may, 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, 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 Borrower may at any time in whole permanently terminateAggregate Tranche 1 Commitments, or from time to time in part permanently reduce, reduce the unused Commitments of any ClassAggregate Tranche 1 Commitments; provided, however, provided that (i) each any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Commitments shall be in an integral aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Tranche 1 Commitments if, after giving effect thereto and in a minimum amount of $5,000,000 to any concurrent prepayments hereunder, the Total Tranche 1 Outstandings would exceed the Aggregate Tranche 1 Commitments, (or in such lower minimum amounts or multiples as agreed to by the Administrative Agent in its reasonable discretion) and (iiiv) if, after giving effect to any reduction of the Aggregate Tranche 1 Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Participating Revolving Credit Aggregate Tranche 1 Commitments, such sublimit Sublimit shall be automatically reduced by the amount of such excess. Except as provided in , (v) no such reduction or termination under any Tranche hereunder shall be permitted unless a reduction or termination is made simultaneously under the immediately preceding sentenceother Tranche on a pro rata basis, the amount of and (vi) any such Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. 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 effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower Company (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 satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Tranche 1 Commitments. The amount of any such Aggregate Tranche 1 Commitment reduction shall not be applied to the Alternative Currency Sublimit or the satisfaction Letter of such condition is delayed. (c) EachUpon any Credit Sublimit unless otherwise specified by the Company. Any reduction in theof unused of the Aggregate Tranche 1 Commitments hereunder shall be made ratably among applied to the Lenders in accordance with their respective applicable Commitments.of any Class, the Tranche 1 Commitment of each Tranche 1 Lender of such Class shall be reduced on a pro rata basis (determined on the basis of the aggregate Commitments under such Class) according to its Applicable Tranche 1 Percentage (other than the termination of the Commitment of any Lender as provided in a reduction pursuant to Section 2.212.14(f)). Any commitment All fees accrued until the effective date of any termination of the Revolving Credit Aggregate Tranche 1 Commitments shall be paid on the effective date of such termination. (b) The Company 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. five Business Days 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, (iii) the Company shall not terminate or reduce the Aggregate Tranche 2 Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Tranche 2 Outstandings would exceed the Aggregate Tranche 2 Commitments, (iv) if, after giving effect to any reduction of the Aggregate Tranche 2 Commitments, the Alternative Currency Sublimit exceeds the amount of the Aggregate Tranche 2 Commitments, such Sublimit shall be automatically reduced by the amount of such excess, (v) no such reduction or termination under any Tranche hereunder shall be permitted unless a reduction or termination is made simultaneously under the other Tranche on a pro rata basis, and (vi) any such notice may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Company (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. The amount of any such Aggregate Tranche 2 Commitment reduction shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. 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 (other than a reduction pursuant to Section 2.14(f)). 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.

Termination or Reduction of Commitments. (a) The Initial Unless previously terminated, (i) the Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate upon the Commitment Termination Borrowing of Term Loans on the Closing Date or the Amendment and any Incremental Loan Restatement Effective Date, as applicable, and (ii) the Revolving 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, 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 The Borrower may, upon notice to the Administrative Agent, terminate the Borrower may at any time in whole permanently terminateRevolving Commitments, or from time to time in part permanently reducereduce the Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, the unused Commitments of any ClassSwing Line Loans and L/C Obligations; provided, however, provided that (i) each any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Commitments shall be in an integral aggregate amount of $5 million or any whole multiple of $1,000,000 and 1 million in a minimum amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by the Administrative Agent in its reasonable discretion) excess thereof and (iiiii) if, after giving effect to any reduction of the Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Participating Revolving Credit Commitments, such sublimit shall be automatically reduced by the amount of such excess. Except as provided in The Administrative Agent will promptly notify the immediately preceding sentence, the amount Lenders of any such Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any such notice of termination or reduction pursuant to this Section 2.09(b) may state that it is conditioned upon of the occurrence or non-occurrence Revolving Commitments. Any reduction of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may Revolving Commitments shall be revoked by the Borrower (or the Borrower may delay the date of prepayment identified therein to a later date reasonably acceptable applied 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 in theof unused Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, the Revolving Commitment of each Lender of 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)according to its Applicable Percentage. Any commitment All fees accrued with respect thereto until the effective date of any termination of the Revolving Credit Commitments shall be paid on the effective date of such termination. (c) If any Lender (i) becomes a Defaulting Lender or (ii) is a Non-Consenting Lender (each such Lender, a “Non-Compliant Lender”), the Borrower may, with the prior written consent of the Administrative Agent, and notwithstanding any provision of this Agreement requiring pro rata payments to the Lenders, elect to reduce the Commitments by an amount equal to such Non-Compliant Lender’s Revolving Commitment and repay such Non-Compliant Lender an amount equal to the principal amount of all Loans owing to it, all interest and fees accrued for its account through but excluding the date of such repayment, and all other amounts payable to it hereunder, payable in immediately available funds, so long as, after giving effect to the termination of such Non-Compliant Lender’s Revolving Commitments and the repayments described in this clause (c), any L/C Obligations of such Non-Compliant Lender shall be reallocated among the Lenders that are not Non-Compliant Lenders in accordance with their respective Applicable Percentage, but only to the extent that the sum of the aggregate principal amount of all Revolving Loans made by each such Lender, all Swing Line Loans made by each such Lender and such Lender’s L/C Obligations prior to giving effect to such reallocation plus the L/C Obligations to be reallocated to such Lender does not exceed such Lender’s Applicable Percentage, and with respect to any portion of the L/C Obligations that may not be reallocated, the Borrower shall deliver to the Administrative Agent, for the benefit of the L/C Issuer, cash collateral or other security satisfactory to the Administrative Agent, with respect any such remaining L/C Obligations.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Company may, 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, 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 Borrower may at any time in whole permanently terminateAggregate Commitments, or from time to time in part permanently reduce, reduce the unused Commitments of any ClassAggregate Commitments; provided, however, provided that (i) each any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Commitments shall be in an integral aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce (A) the U.S. Revolving Credit Facility if, after giving effect thereto and in a minimum amount of $5,000,000 to any concurrent prepayments hereunder, the Total U.S. Revolving Credit Outstandings would exceed the U.S. Revolving Credit Facility or (or in such lower minimum amounts or multiples as agreed B) the Global Revolving Credit Facility if, after giving effect thereto and to by any concurrent prepayments hereunder, the Administrative Agent in its reasonable discretion) Total Global Revolving Credit Outstandings would exceed the Global Revolving Credit Facility, and (iiiv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit, the Designated Borrower Sublimit, the U.S. Swing Line Sublimit or the Global Swing Line Sublimit exceeds the amount of the Participating Revolving Credit Aggregate Commitments, such sublimit Sublimit shall be automatically reduced by the amount of such excess; and provided, further, that if such notice is given in connection with a refinancing of all Obligations (other than contingent indemnification obligations), such notice may be conditional on the effectiveness of the replacement credit agreement or other similar document and may be revoked by the Borrower if such condition is not satisfied. Except as provided in The Administrative Agent will promptly notify the immediately preceding sentence, Lenders of any such notice of termination or reduction of the Aggregate Commitments. The amount of any such Revolving Credit Aggregate Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the BorrowerCompany. Any such notice reduction 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 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 in theof unused Aggregate Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, applied to the Commitment of each Lender of 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)according to its Applicable Percentage. Any commitment All fees accrued until the effective date of any termination of the Revolving Credit Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Borrower may, 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, 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 Borrower may at any time in whole permanently terminateCommitments, or from time to time in part permanently reduce, reduce the unused Commitments of any ClassCommitments; provided, however, provided that (i) each any such notice shall be received by the Administrative Agent not later than 10:00 a.m. New York City time three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be (A) in the case of the Commitments shall be Term Loans, in an integral aggregate amount of $5,000,000 or any whole multiple of $1,000,000 and in a minimum excess thereof, (B) in the case of the Capex Loans, in an aggregate amount of $5,000,000 (1,000,000 or any whole multiple of $500,000 in such lower minimum amounts or multiples as agreed to by the Administrative Agent in its reasonable discretion) excess thereof, and (iiC) if, after giving effect to any reduction in the case of the CommitmentsRevolving Loans, in an aggregate amount of $100,000 or any whole multiple of $50,000 in excess thereof; and (iii) the Borrower may not reduce the Revolving Loan Commitments to an amount less than the Letter of Credit Sublimit or Usage then outstanding. The Administrative Agent will promptly notify the 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 in the immediately preceding sentence, the amount applicable Lenders of any such Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. 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 of the effectiveness Commitments. Any reduction of other credit facilities)the Term Loan Commitments, in which case such notice may be revoked by the Borrower (Capex Loan Commitments 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 in theof unused Revolving Loan Commitments hereunder shall be made ratably among the Term Loan Lenders, the Capex Loan Lenders or the Revolving Loan Lenders, as the case may be, in accordance with their respective applicable Commitments.of any ClassCommitments, as the Commitment of each Lender of 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)case may be. Any All commitment fees accrued until the effective date of any termination of the Revolving Credit Commitments shall be paid on the effective date of such termination. (b) If the Borrowing of the Term Loans has not been made on or before December 31, 2007, 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; and upon indefeasible payment in full of any Obligations then due and owing, the Loan Documents and the security interests created thereby shall be terminated. (c) Any termination or reduction of any of the Commitments shall be permanent.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Borrower may, 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, 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 Borrower may at any time in whole permanently terminateAggregate Commitments, or from time to time in part permanently reduce, reduce the unused Commitments of any ClassAggregate Commitments; provided, however, provided that (ia) each 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, (b) any such partial reduction of the Commitments shall be in an integral aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (c) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and in a minimum amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by any concurrent prepayments hereunder, the Administrative Agent in its reasonable discretion) Total Outstandings would exceed the Aggregate Commitments, and (iid) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Alternative Currency Sublimit or the Swing Line Sublimit exceeds the amount of the Participating Revolving Credit Aggregate Commitments, such sublimit Sublimit shall be automatically reduced by the amount of such excess. Except as provided in the immediately preceding sentence, the amount of any such Revolving Credit Aggregate Commitment reduction shall not be applied to the Letter of Credit Alternative Currency Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction pursuant to this Section 2.09(b) may state that it is conditioned upon of the occurrence or non-occurrence Aggregate Commitments. Any reduction of any event specified therein (including the 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 in theof unused Aggregate Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, applied to the Commitment of each Lender of 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)according to its Applicable Percentage. Any commitment All fees accrued until the effective date of any termination of the Revolving Credit Aggregate Commitments shall be paid on the effective date of such termination. Notwithstanding anything to the contrary contained herein, a notice of termination of the Aggregate Commitments and the prepayment in full of the Committed Loans in connection therewith may state that such notice is conditioned upon the effectiveness of other credit facilities, and if any notice so states it may be revoked by the Borrower by notice to the Administrative Agent on or prior to the date specified for the termination of the Aggregate Commitments and such prepayment that the refinancing condition has not been met and the termination and prepayment is to be revoked, provided that the Borrower will continue to be responsible for any costs or expenses pursuant to Section 3.05 in connection with the failure to prepay Loans resulting from such revocation.

Termination or Reduction of Commitments. (a) The Initial Term Loan Borrower shall have the right, upon notice delivered to the Administrative Agent no later than 1:00 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 and or, from time to time, to reduce the Initial amount of the 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, L/C Advances no such termination 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, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the unused Commitments of any Class; provided, however, that (i) each partial reduction of the Commitments shall be 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 in its reasonable discretion) and (ii) permitted if, after giving effect thereto and to any reduction prepayments of the CommitmentsRevolving Loans or Swingline Loans made on the effective date thereof, the Letter Revolving Extensions of Credit Sublimit of any Revolving Lender would exceed such Revolving Lender’s Revolving Commitment. Any such reduction shall be in an amount equal to $10,000,000, or a whole multiple of $1,000,000 in excess thereof, shall reduce permanently the Swing Line Sublimit exceeds Revolving Commitments then in effect and shall be applied to reduce the amount Revolving Commitments of the Participating Revolving Credit CommitmentsLenders 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 sublimit shall be automatically reduced by Revolving Commitments based on the respective amount of such excessRevolving Commitments of each Revolving Lender. Except as provided in the immediately preceding sentence, the amount of any such Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified Each notice delivered by the Borrower. Any such notice of termination or reduction Borrower pursuant to this Section 2.09(b) shall be irrevocable, provided that 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 facilitiesfacilities (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 (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 delayedsatisfied. (cb) EachUpon any reduction in theof unused The Existing Revolving Commitments hereunder shall be made ratably among will terminate on the Lenders in accordance with their respective applicable Commitments.of any Class, Restatement Effective Date. The Additional Term B Commitment will terminate on the Restatement Effective Date immediately upon the funding of the Term B Loans thereunder. The Term A-23 Commitment of each Lender will terminate on the RestatementAmendment No. 1 Effective Date immediately upon the funding of such Class shall be reduced on a pro rata basis (determined Lender’s Term A-23 Loan thereunder. The Additional Term B Commitment will terminate on the basis Restatement Effective Date immediately upon the funding of the aggregate Commitments under such Class) (other than the termination of the Commitment of any Lender as provided in Section 2.21). Any commitment fees accrued until the effective date of any termination of the Revolving Credit Commitments shall be paid on the effective date of such terminationTerm B Loans thereunder.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Borrower may, 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, 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 Borrower may at any time in whole permanently terminateAggregate Revolving Commitments, or from time to time in part permanently reduce, reduce the unused Commitments of any ClassAggregate Revolving Commitments; provided, however, provided that (i) each any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Commitments shall be in an integral aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and in a minimum amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by any concurrent prepayments hereunder, the Administrative Agent in its reasonable discretion) Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, and (iiiv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Participating Aggregate Revolving Credit Commitments, such sublimit shall be automatically reduced by the amount of such excess. Except as provided The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Subject to clause (iv) of the proviso to the first sentence in the immediately preceding sentencethis Section 2.07, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any such notice reduction 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 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 in theof unused Aggregate Revolving Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, applied to the Commitment of each Lender of 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)according to its Applicable Percentage. Any commitment 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. (b) The aggregate Term A Loan Commitments hereunder may be permanently reduced in whole or in part from and after the Effective Date until the Closing Date by notice from the Borrower to the Administrative Agent; provided that any such notice thereof must be received by 11:00 a.m. at least five Business Days prior to the date of reduction or termination and any such reduction or termination shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof. The Administrative Agent will give prompt notice to the applicable Term A Lenders of any such reduction in or termination of the aggregate Term A Loan Commitments. (c) The Revolving Commitments shall, if the Closing Date has not occurred on or prior to such date, be automatically and permanently reduced to zero on the Commitment Termination Date (d) The aggregate Term A Loan Commitments shall be automatically permanently reduced to zero on the earliest of (x) the date of the Borrowing of Term A Loans and (y) if the Closing Date has not occurred on or prior to such date, the Commitment Termination Date. (e) The aggregate Delayed Draw Term A Loan Commitments shall be automatically permanently reduced to zero on the Delayed Draw Term A Loan Termination Date. (f) The aggregate Term B Loan Commitments shall be automatically permanently reduced to zero on the earliest of (x) the date of the Borrowing of Term B Loans and (y) if the Closing Date has not occurred on or prior such date, the Commitment Termination Date.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and Unless terminated earlier pursuant to subsection (b) below, the Initial Revolving Credit Commitments shall be 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 permanently reduced to zero 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 Following the Closing Date, the Borrowers may, upon notice to the Administrative Agent, terminate the Borrower may at any time in whole permanently terminateCommitments, or from time to time in part permanently reduce, reduce the unused Commitments of any ClassCommitments; provided, however, provided that (i) each any such notice shall be received by the Administrative Agent not later than 10:00 a.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Commitments shall be in an integral aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce the Commitments if, after giving effect thereto and in a minimum to any concurrent prepayments hereunder, the aggregate amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by the Administrative Agent in its reasonable discretion) Lenders’ Revolving Credit Exposures would exceed the Commitments, and (iiiv) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Participating Revolving Credit Commitments, such sublimit the Letter of Credit Sublimit shall be automatically reduced by the amount of such excess; provided, further, that a notice of termination or reduction of the 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 such Borrower (by notice to the Administrative Agent on or prior to the specified effective date of termination or reduction) if such condition is not satisfied. Except as provided in The Administrative Agent will promptly notify the immediately preceding sentence, Lenders of any such notice of termination or reduction of the Commitments. The amount of any such Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by such Borrower or unless required by proviso (iv) of the Borrowerpreceding sentence. Any such notice reduction 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 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 in theof unused Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, applied to the Commitment of each Lender of 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)according to its Applicable Percentage. Any commitment All fees accrued until the effective date of any termination of the Revolving Credit Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Company may, 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, 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 Borrower may at any time in whole permanently terminateAggregate Commitments, or from time to time in part permanently reduce, reduce the unused Commitments of any ClassAggregate Commitments; provided, however, provided that (i) each any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Commitments shall be in an integral aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and in a minimum amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by any concurrent prepayments hereunder, the Administrative Agent in its reasonable discretion) Total Outstandings would exceed the Aggregate Commitments, and (iiiv) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit, the Swing Line Sublimit or the Swing Line Designated Borrower Sublimit exceeds the amount of the Participating Revolving Credit Aggregate Commitments, such the applicable sublimit shall be automatically reduced by the amount of such excess. Except as provided in The Administrative Agent will promptly notify the immediately preceding sentence, Lenders of any such notice of termination or reduction of the Aggregate Commitments. The amount of any such Revolving Credit Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Designated Borrower Sublimit unless otherwise specified by the BorrowerCompany. The Company may from time to time, upon not less than three Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), reduce the Designated Borrower Sublimit by $50,000,000 or any whole multiple thereof, without any corresponding reduction in the Aggregate Commitments; provided that such reduction shall only be permitted if, after giving effect thereto, the outstanding Loans payable by the Designated Borrowers do not exceed the Designated Borrower Sublimit as so reduced. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. Notwithstanding anything to the contrary contained in this Agreement, any such notice of the termination or reduction pursuant to this Section 2.09(b) of all of the Aggregate Commitments, 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 Company (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 delayedsatisfied. (c) EachUpon any reduction in theof unused Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, the Commitment of each Lender of 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). Any commitment fees accrued until the effective date of any termination of the Revolving Credit Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and Borrower shall have the Initial Revolving Credit Commitments shall automatically terminate right, upon notice delivered to 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 LoansAdministrative Agent no later than 1:00 P.M., 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 New York City time, at least three Business Days’ Days prior written or fax notice to the Administrative Agentproposed date of termination or reduction, to terminate the Borrower may at any time in whole permanently terminateRevolving Commitments or, or from time to time in part permanently reducetime, to reduce the unused amount of the Revolving Commitments of any Class; provided, however, provided that (i) each partial no such termination or reduction of the Commitments shall be 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 in its reasonable discretion) and (ii) permitted if, after giving effect thereto and to any reduction prepayments of the CommitmentsRevolving Loans or Swingline Loans made on the effective date thereof, the Letter Revolving Extensions of Credit Sublimit or the Swing Line Sublimit exceeds the amount under such Class of the Participating Revolving Credit Commitments, Commitments of any Revolving Lender would exceed such sublimit Revolving Lender’s Revolving Commitment of such Class. Any such partial reduction shall be automatically reduced by in an amount equal to $10,000,000, or a whole multiple of $1,000,000 in excess thereof, shall reduce permanently the Revolving Commitments then in effect and shall be applied to reduce the Revolving Commitments of any Class 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 excessRevolving Commitments of each Revolving Lender. Except as provided in the immediately preceding sentence, the amount of any such Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified Each notice delivered by the Borrower. Any such notice of termination or reduction Borrower pursuant to this Section 2.09(b) shall be irrevocable, provided that 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 facilitiesfacilities (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 (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 satisfied. (b) The Term A-4 Commitment of each Lender will terminate on the satisfaction Amendment No. 1 Effective Date immediately upon the funding of such condition is delayedLender’s Term A-4 Loan thereunder. (c) EachUpon any reduction in theof unused Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, the The Term B-1 Commitment of each Lender will terminate on the Amendment No. 1 Effective Date immediately upon the funding of such Class shall be reduced on a pro rata basis Lender’s Term B-1 Loan thereunder. (determined d) The Term B-2 Commitment of each Lender will terminate on the basis of Amendment No. 1 Effective Date immediately upon the aggregate Commitments under such Class) (other than the termination of the Commitment of any Lender as provided in Section 2.21). Any commitment fees accrued until the effective date of any termination of the Revolving Credit Commitments shall be paid on the effective date funding of such terminationLender’s Term B-2 Loan thereunder.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Borrower may, 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, 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 Borrower may at any time in whole permanently terminateAggregate Revolving Commitments, or from time to time in part permanently reduce, reduce the unused Commitments of any ClassAggregate Revolving Commitments; provided, however, provided that (i) each any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Commitments shall be in an integral aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and in a minimum amount to any concurrent prepayments hereunder, the Total Revolving Outstandings and Outstanding Amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by Swing Line Loans would exceed the Administrative Agent in its reasonable discretion) Aggregate Revolving Commitments, and (iiiv) 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 Participating Aggregate Revolving Credit Commitments, such sublimit Sublimit shall be automatically reduced by the amount of such excess. Except as provided in The Administrative Agent will promptly notify the immediately preceding sentence, the amount Lenders of any such Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any such notice of termination or reduction of the Aggregate Revolving Commitments. The Aggregate Revolving Commitments shall be reduced by the amount of Revolving Loans required to be prepaid 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 effectiveness of other credit facilitiesSections 2.06(d), in which case (e), (f), (g) or (h), whether or not such notice may amount of Revolving Loans are outstanding. Any reduction of the Aggregate Revolving Commitments shall be revoked by the Borrower (or the Borrower may delay the date of prepayment identified therein to a later date reasonably acceptable applied 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 in theof unused Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, the Revolving Commitment of each Lender of 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 according to its Revolving Pro Rata Share. All Revolving Commitment of any Lender as provided in Section 2.21). Any commitment fees 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. If the Additional Subordinated Debt has not been issued by the last day of fiscal year 2005, the Aggregate Revolving Commitments shall automatically be reduced by an amount equal to the remainder of (i) $25,000,000 minus (ii) any voluntary reductions of the Aggregate Revolving Commitments prior to such date.

Termination or Reduction of Commitments. (a) The Initial Borrowers may, upon irrevocable notice from the Borrowers to the Agent, at any time or from time to time voluntarily prepay the Term Loan Commitments in whole or in part; provided, that (i) such notice must be received by the Agent not later than 11:00 a.m. five (5) Business Days prior to the date of prepayment and (ii) any prepayment shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. The Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. All fees (including, without limitation, any early termination fee) and interest in respect of the Term Loan accrued until the effective date of the prepayment of the Term Loan shall be paid on the effective date of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the Initial Revolving Credit Commitments payment amount specified in such notice shall automatically terminate upon the Commitment Termination Date be due 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 payable on the Maturity Date for date specified therein. Each such prepayment shall be applied to 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 Term Loan 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 accordance with respect to Letters of Credit issued or Swing Line Loans made prior to such Maturity Dateeach Lender’s Applicable Percentage. (b) Upon at least three Business Days’ prior written or fax The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Borrower may at any time in whole permanently terminate, Aggregate Revolving Commitments or the Letter of Credit Sublimit or from time to time in part permanently reduce, reduce the unused Aggregate Revolving Commitments or the Letter of any ClassCredit Sublimit; provided, however, provided that (i) each any such notice shall be received by the Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Commitments shall be in an integral aggregate amount of $1,000,000 or any whole multiple of $1,000,000 and 500,000 in a minimum amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by the Administrative Agent in its reasonable discretion) excess thereof, and (iiiii) the Borrowers shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Revolving Commitments, and (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit. (c) If, after giving effect to any reduction of the CommitmentsAggregate Revolving Commitments or the Letter of Credit Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Participating Aggregate Revolving Credit Commitments, such sublimit Letter of Credit Sublimit shall be automatically reduced by the amount of such excess. Except as provided in . (d) The Agent will promptly notify the immediately preceding sentence, the amount Lenders of any such termination or reduction of the Aggregate Revolving Credit Commitment reduction shall not be applied to Commitments or the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any such notice of termination or reduction pursuant to under this Section 2.09(b) 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 (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 2.05. Upon any reduction in theof unused Commitments hereunder shall be made ratably among of the Lenders in accordance with their respective applicable Commitments.of any ClassAggregate Revolving Commitments, the Revolving Commitment of each Lender of such Class shall be reduced on a pro rata basis by such Lender’s Applicable Percentage of such reduction amount. All fees (determined on the basis including, without limitation, commitment fees, early termination fees and Letter of Credit Fees) and interest in respect of the aggregate Aggregate Revolving Commitments under such Class) (other than the termination of the Commitment of any Lender as provided in Section 2.21). 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 Initial Term Loan Commitments and Borrower may, upon notice from the Initial Revolving Credit Commitments shall automatically terminate Borrower to the Agent (which notice may be revocable if such notice states that the termination is contingent upon the Commitment Termination Date refinancing in full of the credit facility provided hereunder, or the occurrence of any other similar transaction, and any Incremental Loan such refinancing or other transaction does not occur), terminate the Aggregate Revolving Commitments shall terminate as provided in or the related Incremental Assumption Agreement. The Letter of Credit Sublimit or from time to time permanently reduce the Aggregate Revolving Commitments or the Letter of Credit Commitment of each Revolving Credit Lender shall automatically terminate on the Maturity Date for the applicable Class of Revolving Credit CommitmentsSublimit; provided that (xi) any such notice shall be received by the Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $500,000 in excess thereof, (iii) the foregoing Borrower shall not release any Revolving Credit Lender from any liability it may have for its failure to fund Revolving Credit Loans, L/C Advances terminate or participations in Swing Line Loans that were required to be funded by it on or prior to such Maturity Date and reduce (yA) the foregoing will not release Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolver Outstandings would exceed the Aggregate Revolving Commitments, or (B) the Letter of Credit Lender from any obligation to fund its portion Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Advances or participations in Swing Line Loans with respect to Letters Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit issued or Swing Line Loans made prior to such Maturity DateSublimit. (b) Upon at least three Business Days’ prior written or fax notice to the Administrative Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the unused Commitments of any Class; provided, however, that (i) each partial reduction of the Commitments shall be 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 in its reasonable discretion) and (ii) ifIf, 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 Participating Aggregate Revolving Credit Commitments, such sublimit Letter of Credit Sublimit shall be automatically reduced by the amount of such excess. Except as provided in . (c) The Agent will promptly notify the immediately preceding sentence, the amount Lenders of any such Revolving Credit Commitment termination or reduction shall not be applied to of the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any such notice of termination or reduction pursuant to Aggregate Revolving Commitments under this Section 2.09(b) 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 (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 2.05. Upon any reduction in theof unused Commitments hereunder shall be made ratably among of the Lenders in accordance with their respective applicable Commitments.of any ClassAggregate Revolving Commitments, the Revolving Commitment of each Revolving Lender of such Class shall be reduced on a pro rata basis (determined on the basis by such Revolving Lender’s Applicable Percentage of such reduction amount. All fees and interest in respect of the aggregate Aggregate Revolving Commitments under such Class) (other than the termination of the Commitment of any Lender as provided in Section 2.21). 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. (d) The Term Commitment of each Term Lender shall automatically terminate upon such Term Lender’s funding of its portion of the Term Loan, which shall occur no later than the Closing Date.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Company may, 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, 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, (a) terminate the Borrower may at any time in whole permanently terminateAggregate Revolving Commitments and/or the Aggregate Alternative Currency Commitments, or (b) from time to time in part permanently reducereduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations and (c) from time to time permanently reduce the unused Aggregate Alternative Currency Commitments to an amount not less than the Outstanding Amount of any ClassForeign Loans; provided, however, provided that (i) each any such notice shall be received by the Administrative Agent not later than 12:00 noon five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Aggregate Revolving Commitments or the Aggregate Alternative Currency Commitments, as applicable, shall be in an integral aggregate amount of $5,000,000 or any whole 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 in its reasonable discretion) excess thereof and (iiiii) 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 Participating Aggregate Revolving Credit Commitments, such sublimit shall be automatically reduced by the amount of such excess. Except as provided in The Administrative Agent will promptly notify the immediately preceding sentence, the amount Lenders of any such Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any such notice of termination or reduction pursuant to this Section 2.09(b) may state that it is conditioned upon of 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 (Aggregate Revolving Commitments or the Borrower may delay Aggregate Alternative Currency Commitments, as applicable. Any reduction of the date of prepayment identified therein to a later date reasonably acceptable Aggregate Revolving Commitments or the Aggregate Alternative Currency Commitments, as applicable, shall be applied 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 Revolving Commitment or the satisfaction of such condition is delayed. (c) EachUpon any reduction in theof unused Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any ClassAlternative Currency Commitment, the Commitment as applicable, of each Lender of 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)according to its Applicable Percentage. Any commitment All fees accrued with respect thereto until the effective date of any termination of the Aggregate Revolving Credit Commitments and/or or the Aggregate Alternative Currency Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Borrowers may, 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, 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 Borrower may at any time in whole permanently terminateAggregate Commitments, or from time to time in part permanently reduce, reduce the unused Commitments of any ClassAggregate Commitments; provided, however, provided that (i) each any such notice shall be received by the Administrative Agent not later than 12:00 noon New York City time five Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Commitments shall be in an integral aggregate amount of $1,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and in a minimum to any concurrent prepayments hereunder, the aggregate amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by the Administrative Agent in its reasonable discretion) Total Outstandings would exceed the Aggregate Commitments and (iiiv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter Alternative Currency Sublimit, the sublimit applicable to Letters of Credit Sublimit or the Swing Line Sublimit sublimit applicable to Swingline Loans exceeds the amount of the Participating Revolving Credit Aggregate Commitments, such sublimit sublimit(s) shall be automatically reduced by the amount of such excess. Except as ; provided in the immediately preceding sentence, the amount of any such Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any further that if such notice is given in connection with a refinancing of termination or reduction pursuant to this Section 2.09(b) all Obligations (other than contingent indemnification obligations), such notice may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including be conditional on the effectiveness of the replacement credit agreement or other credit facilities), in which case such notice specified event and 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) Borrowers if such condition is not satisfied or such event does not occur. The Administrative Agent will promptly notify the satisfaction 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 condition is delayed. (c) EachUpon any termination. Each reduction in theof unused of the Aggregate Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, the Commitment of each Lender of 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). Any commitment fees accrued until the effective date of any termination of the Revolving Credit Commitments shall be paid on the effective date of such terminationCommitments.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments Commitment 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 permanently 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. The Company may, 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 upon notice to the Administrative Agent, terminate the Borrower may at any time in whole permanently terminateRevolving Commitments, or from time to time in part permanently reduce, reduce the unused Commitments of any ClassRevolving Commitments; provided, however, provided that (i) each any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Commitments shall be in an integral aggregate amount of $1,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof, (iii) the Company shall not terminate or reduce the Revolving Commitments if, after giving effect thereto and in a minimum amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by any concurrent prepayments hereunder, the Administrative Agent in its reasonable discretion) Total Revolving Outstandings would exceed the Revolving Commitments, and (iiiv) if, after giving effect to any reduction of the Revolving Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Participating Revolving Credit Commitments, such sublimit Sublimit shall be automatically reduced by the amount of any such excess. Except as provided in The Administrative Agent will promptly notify the immediately preceding sentence, Revolving Lenders of any such notice of termination or reduction of the Revolving Commitments. The amount of any such Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the BorrowerCompany. Any such notice reduction 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 effectiveness of other credit facilities), in which case such notice may Revolving Commitments shall be revoked by the Borrower (or the Borrower may delay the date of prepayment identified therein to a later date reasonably acceptable applied 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 in theof unused Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, the Revolving Commitment of each Revolving Lender of 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)according to its Applicable Percentage. Any All commitment fees accrued until the effective date of any termination of the Revolving Credit Commitments shall be paid on the effective date of such termination. (b) The Commitments to make the Term Loan shall be automatically and permanently reduced to $0 on the Closing Date.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Company may, 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, 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 Borrower may at any time in whole permanently terminateRevolving Credit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time in part permanently reducereduce the Revolving Credit Facility, the unused Commitments Letter of any ClassCredit Sublimit or the Swing Line Sublimit; provided, however, provided that (i) each any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Commitments shall be in an integral aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Revolving Credit Facility if, after giving effect thereto and in a minimum amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by any concurrent prepayments hereunder, the Administrative Agent in its reasonable discretion) Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, and (iiiv) if, after giving effect to any reduction of the CommitmentsRevolving Credit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Participating Revolving Credit CommitmentsFacility, such sublimit Sublimit shall be automatically reduced by the amount of such excess. Except as provided in The Administrative Agent will promptly notify the immediately preceding sentence, the amount Lenders of any such Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any such notice of termination or reduction pursuant to this Section 2.09(b) may state that it is conditioned upon of the occurrence or non-occurrence Revolving Credit Facility. Any reduction of any event specified therein (including the 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 in theof unused Commitments hereunder Revolving Credit Facility shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, applied to the Commitment of each Lender of 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)according to its Applicable Percentage. Any commitment All fees accrued until the effective date of any termination of the Revolving Credit Facility shall be paid on the effective date of such termination. In addition, the aggregate Term Loan Commitments shall be automatically and permanently reduced to zero on the date of the Term Loan Borrowing. (b) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Revolving Credit Commitment under this Section 2.06. Upon any reduction of the Revolving Credit Commitments, the Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by such Lender’s Applicable Revolving Credit Percentage of such reduction amount. All fees in respect of the Revolving Credit Facility accrued until the effective date of any termination of the Revolving Credit Facility shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Initial Term Borrower, or the Loan Commitments and Party Representative on behalf of the Initial Revolving Credit Commitments shall automatically terminate Borrower, may 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, 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 Borrower may at any time in whole permanently terminateRevolving Commitments, or from time to time in part permanently reduce, reduce the unused Commitments of any ClassRevolving Commitments; provided, however, provided that (i) each any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Commitments shall be in an integral aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower and in a minimum amount the Loan Party Representative on behalf of $5,000,000 (the Borrower shall not terminate or in such lower minimum amounts or multiples as agreed reduce the Revolving Commitments if, after giving effect thereto and to by any concurrent prepayments hereunder, the Administrative Agent in its reasonable discretion) Total Revolving Outstandings would exceed the Revolving Commitments, and (iiiv) if, after giving effect to any reduction of the Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Participating Revolving Credit Commitments, such sublimit Sublimit shall be automatically reduced by the amount of any such excess. Except as provided in The Administrative Agent will promptly notify the immediately preceding sentence, the amount Revolving Lenders of any such Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any such notice of termination or reduction pursuant to this Section 2.09(b) may state that it is conditioned upon of the occurrence or non-occurrence Revolving Commitments. Any reduction of any event specified therein (including the 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 in theof unused Revolving Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, applied to the Commitment of each Revolving Lender of 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)according to its Applicable Percentage. Any All commitment fees accrued until the effective date of any termination of the Revolving Credit Commitments shall be paid on the effective date of such termination. (b) On any date that any Revolving Loans are required to be prepaid, Swing Line Loans are required to be prepaid, and/or the L/C Obligations are required to be paid or Cash Collateralized as a result of a prepayment required by Section 2.05(b) (or would be so required if any Revolving Loans, Swing Line Loans or L/C Obligations were outstanding), the Revolving Commitments shall, except as otherwise provided in Section 2.05(c)(iii), be automatically and permanently reduced by the total amount of such required prepayments and Cash Collateral; provided that, regardless of whether any Revolving Loans, Swing Line Loans or L/C Obligations are outstanding, the Revolving Commitments shall be automatically and permanently reduced in the amounts and under the conditions and times specified in Section 2.05(c)(ii). The Administrative Agent will promptly notify the Revolving Lenders of any such reduction of the Revolving Commitments. Any reduction of the Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. The Revolving Commitments shall terminate on the Maturity Date. (c) The Commitments to make Tranche B Term Loans shall be automatically and permanently reduced to $0 on the Closing Date after giving effect to the Tranche B Term Borrowings on the Closing Date. (d) The Commitments to make Tranche C Term Loans shall be automatically and permanently reduced to $0 on the Closing Date after giving effect to the Tranche C Term Borrowings on the Closing Date. (e) The Commitments to make Tranche D Term Loans shall be automatically and permanently reduced to $0 on the Closing Date after giving effect to the Tranche D Term Borrowings on the Closing Date.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Borrower may, 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, 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 Borrower may at any time in whole permanently terminateAggregate Commitments, or from time to time in part permanently reduce, reduce the unused Commitments of any ClassAggregate Commitments; provided, however, provided that (i) each any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Commitments shall be in an integral aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and in a minimum amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by any concurrent prepayments hereunder, the Administrative Agent in its reasonable discretion) Total Outstandings would exceed the Aggregate Commitments, and (iiiv) 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 Participating Revolving Credit Aggregate Commitments, such sublimit Sublimit shall be automatically reduced by the amount of such excess. Except as provided in The Administrative Agent will promptly notify the immediately preceding sentence, Lenders of any such notice of termination or reduction of the Aggregate Commitments. The amount of any such Revolving Credit Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit or the Swing Line 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. Notwithstanding the forgoing, a notice of termination or reduction pursuant to this Section 2.09(b) of the Aggregate Commitments delivered by the Borrower may state that it such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities)facilities or a sale of the Borrower, 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 delayedsatisfied. (c) EachUpon any reduction in theof unused Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, the Commitment of each Lender of 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). Any commitment fees accrued until the effective date of any termination of the Revolving Credit Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments Company may, at its discretion, 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, 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, on any date terminate the Borrower may at any time in whole permanently terminate, Aggregate Commitments or from time to time time, permanently reduce the Aggregate 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 part permanently reducean aggregate amount of at least $1,000,000 and in multiples of $500,000 in excess thereof or, if less, the unused entire Aggregate Commitments (iii) the 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. Each optional termination of any Classthe Aggregate Commitments shall be allocated between the Class A Loan Commitment and Class A-1 Loan Commitment at the election of the Borrower; provided, however, that (i) each partial reduction in no event may the Borrower effect a termination of the Commitments shall be Class A-1 Loan Commitment in an integral multiple of $1,000,000 and whole or in part that would result in a minimum amount Class A-1 Loan Fraction that is lower than the Class A-1 Loan Fraction as of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by the Closing Date. The Administrative Agent in its reasonable discretion) and (ii) if, after giving effect to any reduction of will promptly notify the Commitments, the Letter of Credit Sublimit or the 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 in the immediately preceding sentence, the amount Lenders of any such Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any such notice of termination or reduction pursuant to this Section 2.09(b) may state that it is conditioned upon of the occurrence or non-occurrence Aggregate Commitments. Any termination of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may Class A Loan Commitment shall be revoked by the Borrower (or the Borrower may delay the date of prepayment identified therein to a later date reasonably acceptable applied 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 in theof unused Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, the Class A Loan Commitment of each Lender of such Class shall be reduced on a pro rata basis (determined on the basis of the aggregate Commitments under such Class) (other than the Lender, and any termination of the Class A-1 Loan Commitment shall be applied to the Class A-1 Loan Commitment of any Lender as provided each Lender, in Section 2.21)each case, according to its Applicable Loan Percentage. Any commitment All fees accrued until the effective date of any termination of the Revolving Credit 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 may, upon notice to the Lead Administrative Agent (a) The Initial 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 which notice may be conditioned on the Maturity Date for the applicable Class occurrence or non-occurrence of Revolving Credit Commitmentsany event; provided that (x) the foregoing Borrower shall not release compensate and hold harmless any Revolving Credit Lender from any liability it may have for its loss, cost or expense incurred by such Lender in accordance with Section 3.05 as a result of the failure to fund Revolving Credit Loansterminate the Aggregate Commitments), 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) terminate 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, the Borrower may at any time in whole permanently terminateAggregate Commitments, or from time to time in part permanently reduce, reduce the unused Commitments of any ClassAggregate Commitments; provided, however, provided that (i) each any such notice shall be received by the Lead Administrative Agent not later than 12:00 noon three Business Days prior to the date of termination or reduction, or such later time as the Lead Administrative Agent may agree in its reasonable discretion, (ii) any such partial reduction of the Commitments shall be in an integral aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and in a minimum amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by any concurrent prepayments hereunder, the Administrative Agent in its reasonable discretion) Total Outstandings would exceed the Aggregate Commitments, and (iiiv) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit Sublimit, or the Swing Line Sublimit exceeds the amount of the Participating Revolving Credit Aggregate Commitments, such sublimit Sublimit shall be automatically reduced by the amount of such excess. Except as provided in The Lead Administrative Agent will promptly notify the immediately preceding sentence, Lenders of any such notice of termination or reduction of the Aggregate Commitments. The amount of any such Revolving Credit Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any such notice reduction 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 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 in theof unused Aggregate Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, applied to the Commitment of each Lender of 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)according to its Applicable Percentage. Any commitment All fees accrued until the effective date of any termination of the Revolving Credit Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Company may, 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, 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 Borrower may at any time in whole permanently terminateAggregate (USD) Commitments or the Aggregate (MC) Commitments, or from time to time in part permanently reduce, reduce the unused Aggregate (USD) Commitments of any Classor the Aggregate (MC) Commitments; provided, however, provided that (i) each any such notice shall be received by the Administrative Agent not later than 12:00 noon three Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Commitments shall be in an integral aggregate amount of $1,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof, (iii) the Company shall not terminate or reduce (A) the Aggregate (USD) Commitments if, after giving effect thereto and in a minimum amount to any concurrent prepayments hereunder, the Total (USD) Outstandings would exceed the Aggregate (USD) Commitments or (B) the Aggregate (MC) Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Outstanding Amount of $5,000,000 all Committed (or in such lower minimum amounts or multiples as agreed to by MC) Loans would exceed the Administrative Agent in its reasonable discretionAggregate (MC) Commitments, and (iiiv) if, after giving effect to any reduction of the Aggregate (USD) Commitments, the Alternative Currency Letter of Credit Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Participating Revolving Credit Aggregate (USD) Commitments, such sublimit Sublimit shall be automatically reduced by the amount of such excess. Except as provided in The Administrative Agent will promptly notify the immediately preceding sentence, Lenders of any such notice of termination or reduction of the Aggregate (USD) Commitments or the Aggregate (MC) Commitments. The amount of any such Revolving Credit Aggregate (USD) Commitment reduction shall not be applied to the Alternative Currency Letter of Credit Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the BorrowerCompany, except as otherwise provided in clause (iv) above. Any such notice reduction of termination or reduction pursuant to this Section 2.09(bthe Aggregate (USD) 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 Commitments shall be revoked by the Borrower (or the Borrower may delay the date of prepayment identified therein to a later date reasonably acceptable applied 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 in theof unused Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, the USD Commitment of each Lender of such Class shall be reduced on a pro rata basis according to its Applicable (determined on the basis USD) Percentage. Any reduction of the aggregate Commitments under such ClassAggregate (MC) (other than the termination of the Commitment of any Lender as provided in Section 2.21). Any commitment fees accrued until the effective date of any termination of the Revolving Credit Commitments shall be paid on applied to the effective date MC Commitment of such termination.each Lender according to its Applicable Percentage with respect to the Committed (MC)

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate C▇▇▇▇▇▇▇▇ may, 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, 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 Borrower may at any time in whole permanently terminateAggregate AC Commitments or the Aggregate USD Commitments, or from time to time in part permanently reduce, reduce the unused Aggregate AC Commitments of any Classor the Aggregate USD Commitments; provided, however, provided that (i) each any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Commitments shall be in an integral aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) C▇▇▇▇▇▇▇▇ shall not terminate or reduce (A) the Aggregate AC Commitments if, after giving effect thereto and in a minimum amount of $5,000,000 to any concurrent prepayments hereunder, the Total AC Outstandings would exceed the Aggregate AC Commitments, (or in such lower minimum amounts or multiples as agreed B) Aggregate USD Commitments if, after giving effect thereto and to by any concurrent prepayments hereunder, the Administrative Agent in its reasonable discretion) Total USD Outstandings would exceed the Aggregate USD Commitments and (iiiv) if, after giving effect to any reduction of the Aggregate USD Commitments, the Letter of Credit Sublimit, the Alternative Currency Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Participating Revolving Credit Aggregate USD Commitments, such sublimit shall be automatically reduced by the amount of such excess. Except as provided in The Administrative Agent will promptly notify the immediately preceding sentence, Lenders of any such notice of termination or reduction of the Aggregate AC Commitments or the Aggregate USD Commitments. The amount of any such Revolving Credit Aggregate USD Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Alternative Currency Letter of Credit Sublimit unless otherwise specified by the BorrowerC▇▇▇▇▇▇▇▇. Any such notice reduction 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 effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (Aggregate AC Commitments or the Borrower may delay the date of prepayment identified therein to a later date reasonably acceptable Aggregate USD Commitments shall be applied to the Administrative Agent (in each case by written notice to the Administrative Agent on AC Commitment 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 in theof unused Commitments hereunder shall be made ratably among the Lenders in accordance with their respective USD Commitment, as applicable Commitments.of any Class, the Commitment of each Lender of 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 according to its Applicable AC Percentage or its Applicable USD Percentage, as provided in Section 2.21)applicable. Any commitment All fees accrued until the effective date of any termination of the Revolving Credit Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Borrower may, 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, 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 Borrower may at any time in whole permanently terminateAggregate Commitments of Revolving Lenders, or from time to time in part permanently reduce, reduce the unused Aggregate Commitments of any ClassRevolving Lenders; provided, however, provided that (i) each partial any such notice shall be received by the Administrative Agent not later than 12:00 noon, New York City time, five Business Days prior to the date of termination or reduction, (ii) any such reduction of the Commitments shall be in an integral aggregate amount of $5,000,000 or any whole multiple of $1,000,000 and in a minimum excess thereof or, in each case, if less, the entire principal amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by the Administrative Agent in its reasonable discretion) thereof then outstanding, and (iiiii) the Borrower shall not terminate or reduce the Aggregate Commitments of Revolving Lenders if, after giving effect thereto and to any reduction concurrent prepayments hereunder, the Dollar Amount of the Commitments, Total Outstandings would exceed the Letter Aggregate Commitments of Credit Sublimit or Revolving Lenders. The Administrative Agent will promptly notify the 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 in the immediately preceding sentence, the amount Lenders of any such Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any such notice of termination or reduction pursuant of the Aggregate Commitments of Revolving Lenders. Any reduction of the Aggregate Commitments of Revolving Lenders shall be applied to this Section 2.09(b) 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 of Revolving Lenders shall be paid on the effective date of such termination. Each reduction of the Aggregate Commitments of Revolving Lenders shall be made ratably among the Classes in accordance with the percentage which the aggregate amount of Commitments of each Class then constitutes of the Aggregate Commitments of Revolving Lenders then in effect and modified by the Administrative Agent to account for rounding adjustments. Each reduction of the Aggregate Commitments of Revolving Lenders of any Class shall be made ratably among the Lenders within such Class in accordance with their respective Commitments in respect of such Class. For the avoidance of doubt, a notice of termination or reduction of the Aggregate Commitments of Revolving Lenders delivered by the Borrower may state that it such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities)transactions, 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 in theof unused satisfied. The Term Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, the Commitment of each Lender of such Class shall be reduced on a pro rata basis (determined will terminate 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). Any commitment fees accrued until the effective date of any termination of the Revolving Credit Commitments shall be paid on the effective date of such terminationClosing Date.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Company may, 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, 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 Borrower may at any time in whole permanently terminateAggregate Commitments, or from time to time in part permanently reduce, reduce the unused Commitments of any ClassAggregate Commitments; provided, however, provided that (i) each any such notice shall be received by the Administrative Agent not later than 9:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Commitments shall be in an integral aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and in a minimum amount of $5,000,000 to any concurrent prepayments hereunder, the Total Outstandings plus the Alternative Currency Reserve (or in such lower minimum amounts or multiples as agreed to by if any) would exceed the Administrative Agent in its reasonable discretion) Aggregate Commitments, and (iiiv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit FLOC Sublimit or the Swing Line Sublimit exceeds the amount of the Participating Revolving Credit Aggregate Commitments, such sublimit Sublimit shall be automatically reduced by the amount of such excess. Except as provided in The Administrative Agent will promptly notify the immediately preceding sentence, Lenders of any such notice of termination or reduction of the Aggregate Commitments. The amount of any such Revolving Credit Aggregate Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line FLOC Sublimit unless otherwise specified by the BorrowerCompany. Any such reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. Any notice of termination or reduction pursuant to this Section 2.09(b) of commitments, and any corresponding notice of prepayment, may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities)facilities or the incurrence of other Indebtedness, the consummation of a particular Disposition or the occurrence of a Change of Control, 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 prepayment date) if such condition is not satisfied or the satisfaction of such condition is delayed. (c) EachUpon any reduction in theof unused Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, the Commitment of each Lender of 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)satisfied. Any commitment All fees accrued until the effective date of any termination of the Revolving Credit Aggregate Commitments shall be paid on the effective date of such termination. (b) In the event that a Borrower or any of its Subsidiaries enters into any committed term loan facility for a Certain Funds Purpose and such term loan facility is a Qualifying Term Loan Facility, the Certain Funds Sublimit then outstanding shall be reduced on a dollar-for-dollar basis and on a pro rata basis with respect to each Lender’s Certain Funds Commitment by the committed amount under such Qualifying Term Loan Facility automatically upon effectiveness of the definitive documentation for such term loan facility (such date, the “Qualifying Term Loan Effective Date”) and the Company shall give the Administrative Agent written notice of entry into such facility not later than three Business Days following the Qualifying Term Loan Effective Date.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Company may, 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, 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 Borrower may at any time in whole permanently terminateAggregate Revolving Credit (US) Commitments or the Aggregate Revolving Credit (UK) Commitments, or from time to time in part permanently reduce, irrevocably reduce the unused Aggregate Revolving Credit (US) Commitments of any Classor the Aggregate Revolving Credit (UK) Commitments; provided, however, provided that (i) each any such notice shall be received by the Administrative Agent not later than 3:00 p.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction of in the Aggregate Revolving Credit (US) Commitments or the Aggregate Revolving Credit (UK) Commitments shall be in an integral aggregate amount of $10,000,000 or any whole 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 in its reasonable discretion) excess thereof, and (iiiii) the Company shall not (A) terminate or reduce the Aggregate Revolving Credit (US) Commitments if, after giving effect thereto and to any reduction concurrent prepayments hereunder, either the Total Outstanding Revolving Credit (US) Amount would exceed the Aggregate Revolving Credit (US) Commitments or the aggregate outstanding principal amount of all Swingline Loans would exceed the CommitmentsSwingline Sublimit or (B) terminate or reduce the Aggregate Revolving Credit (UK) Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Participating Total Outstanding Revolving Credit (UK) Amount would exceed the Aggregate Revolving Credit (UK) Commitments, such sublimit shall be automatically reduced by . The Administrative Agent will promptly notify the amount of such excess. Except as provided in the immediately preceding sentence, the amount Lenders of any such Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any such notice of termination or reduction pursuant to this Section 2.09(bof the Aggregate Revolving Credit (US) Commitments or the Aggregate Revolving Credit (UK) Commitments. Any such notice terminating the Commitments in whole in connection with a refinancing of all Obligations hereunder may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including on the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower Company (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 before the specified effective date) if such condition is not satisfied or satisfied, in which case such termination of the satisfaction Commitments shall not occur. Any reduction of such condition is delayed. the Aggregate Revolving Credit (cUS) EachUpon any reduction in theof unused Commitments hereunder shall be made ratably among applied to the Lenders in accordance with their respective applicable Commitments.of any Class, the Revolving Credit (US) Commitment of each Lender according to its Revolving Credit (US) Commitment Percentage. Any reduction of such Class the Aggregate Revolving Credit (UK) Commitments shall be reduced on a pro rata basis applied to the Revolving Credit (determined on the basis of the aggregate Commitments under such ClassUK) (other than the termination of the Commitment of any each Lender as provided according to its Commitment Percentage in Section 2.21). Any commitment fees accrued until the effective date of any termination respect of the Revolving Credit Commitments shall be paid on the effective date of such termination.(UK)

Termination or Reduction of Commitments. The Company may, upon notice to the Administrative Agent (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate which notice may state that such notice is conditioned upon the Commitment Termination Date and any Incremental Loan Commitments shall terminate as provided consummation of a transaction which is contemplated to result in termination or reduction of the related Incremental Assumption Agreement. The Revolving Credit Commitment of each Revolving Credit Lender shall automatically terminate on Aggregate Commitments, in which case such notice may be revoked by the Maturity Date for Company (by notice to 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 Administrative Agent on or prior to the specified termination or reduction date) if such Maturity Date and (y) condition is not satisfied), terminate 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, the Borrower may at any time in whole permanently terminateAggregate Commitments, or from time to time in part permanently reduce, reduce the unused Commitments of any ClassAggregate Commitments; provided, however, that (ia) each any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (b) any such partial reduction of the Commitments shall be in an integral aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (c) the Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and in a minimum amount to any concurrent prepayments hereunder, the Outstanding Amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by Committed Loans, Bid Loans, Swing Line Loans and L/C Obligations would exceed the Administrative Agent in its reasonable discretion) Aggregate Commitments and (iid) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Bid Loan Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Participating Revolving Credit Aggregate Commitments, such sublimit Sublimit shall be automatically reduced by the amount of such excess. Except as provided in The Administrative Agent will promptly notify the immediately preceding sentence, the amount Lenders of any such Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any such notice of termination or reduction pursuant to this Section 2.09(b) may state that it is conditioned upon of the occurrence or non-occurrence Aggregate Commitments. The amount of any event such Aggregate Commitment reduction shall be applied to the U.S. Dollar Sublimit, Alternative Currency Sublimit, any other Applicable Sublimit and each of the Letter of Credit Sublimits as specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (or Company. Any reduction of 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 in theof unused Aggregate Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, applied to the Commitment of each Committed Loan Lender of 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)according to its Applicable Percentage. Any commitment All fees accrued until the effective date of any termination of the Revolving Credit Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and Borrower shall have the Initial Revolving Credit Commitments shall automatically terminate right, upon notice delivered to 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 LoansAdministrative Agent no later than 1:00 P.M., 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 New York City time, at least three Business Days’ Days prior written or fax notice to the Administrative Agentproposed date of termination or reduction, to terminate the Borrower may at any time in whole permanently terminateRevolving Commitments or, or from time to time in part permanently reducetime, to reduce the unused amount of the Revolving Commitments of any Class; provided, however, provided that (i) each partial no such termination or reduction of the Commitments shall be 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 in its reasonable discretion) and (ii) permitted if, after giving effect thereto and to any reduction prepayments of the CommitmentsRevolving Loans or Swingline Loans made on the effective date thereof, the Letter Revolving Extensions of Credit Sublimit or the Swing Line Sublimit exceeds the amount under such Class of the Participating Revolving Credit Commitments, Commitments of any Revolving Lender would exceed such sublimit Revolving Lender’s Revolving Commitment of such Class. Any such partial reduction shall be automatically reduced by in an amount equal to $10,000,000, or a whole multiple of $1,000,000 in excess thereof, shall reduce permanently the Revolving Commitments then in effect and shall be applied to reduce the Revolving Commitments of any Class 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 excessRevolving Commitments of each Revolving Lender. Except as provided in the immediately preceding sentence, the amount of any such Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified Each notice delivered by the Borrower. Any such notice of termination or reduction Borrower pursuant to this Section 2.09(b) shall be irrevocable, provided that 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 facilitiesfacilities (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 (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 satisfied. (b) The Term A-4 Commitment of each Lender will terminate on the satisfaction Amendment No. 1 Effective Date immediately upon the funding of such condition is delayedLender’s Term A-4 Loan thereunder. (c) EachUpon any reduction in theof unused Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, the The Term B-1 Additional Commitment of each Lender will terminate on the Amendment No. 1 Effective Date immediately upon the funding of such Class shall be reduced on a pro rata basis Lender’s Term B-1 Loan thereunder. (determined dc) The Term B-2 Additional Commitment of each Lender will terminate on the basis Amendment No. 1 Effective Date immediately upon the funding of the aggregate Commitments under such ClassLender’s Term B-2 Loan thereunder. (d) (other than the termination of the The Term A-5 Additional Commitment of any each Lender as provided in Section 2.21). Any commitment fees accrued until the effective date of any termination of the Revolving Credit Commitments shall be paid will terminate on the effective date Amendment No. 2 Effective Date immediately upon the funding of such terminationLender’s Term A-5 Loan thereunder. (e) The Term A-6 Commitment of each Lender will terminate on the Amendment No. 2 Effective Date immediately upon the funding of such Lender’s Term A-6 Loan thereunder. - 60-

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Borrower may, 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, 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 Borrower may at any time in whole permanently terminateAggregate Commitments, or from time to 37 time in part permanently reduce, reduce the unused Commitments of any ClassAggregate Commitments; provided, however, provided that (i) each any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Commitments shall be in an integral aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and in a minimum amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by any concurrent prepayments hereunder, the Administrative Agent in its reasonable discretion) Total Outstandings would exceed the Aggregate Commitments, and (iiiv) 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 Participating Revolving Credit Aggregate Commitments, such sublimit the Letter of Credit Sublimit shall be automatically reduced by the amount of any such excess. Except as provided in The Administrative Agent will promptly notify the immediately preceding sentence, the amount Lenders of any such Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any such notice of termination or reduction pursuant to this Section 2.09(b) of the Aggregate Commitments. A notice of termination of the Aggregate Commitments delivered by the Borrower may state that it such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case and 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 satisfied; provided, however, the satisfaction 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 condition is delayed. (c) EachUpon any reduction in theof unused Commitments hereunder shall be made ratably among the Lenders notice of termination in accordance with their respective applicable Commitments.of Sections 3.05 or 10.04. The amount of any Class, 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 of 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)according to its Applicable Percentage. Any commitment All fees accrued until the effective date of any termination of the Revolving Credit Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Company may, 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, 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 Borrower may at any time in whole permanently terminateAggregate Revolving Commitments, or from time to time in part permanently reduce, reduce the unused Aggregate Dollar Revolving Commitments of any Classand/or the Aggregate Alternative Currency Revolving Commitments; provided, however, provided that (i) each any such notice shall be received by the Administrative Agent not later than 10:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Commitments shall be in an integral aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Dollar Revolving Commitments or the Aggregate Alternative Currency Revolving Commitments if, after giving effect thereto and in a minimum amount of $5,000,000 to any concurrent prepayments hereunder, the Total Outstandings under the applicable Revolving Facility would exceed the Aggregate Revolving Commitments under such Revolving Facility, (or in such lower minimum amounts or multiples as agreed to by the Administrative Agent in its reasonable discretion) and (iiiv) if, after giving effect to any reduction of the Aggregate Dollar Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Participating Aggregate Dollar Revolving Credit Commitments, such sublimit Sublimit shall be automatically reduced by the amount of such excess, and (v) if, after giving effect to any reduction of the Aggregate Alternative Currency Revolving Commitments, the Alternative Currency Sublimit exceeds the amount of the Aggregate Alternative Currency Revolving Commitments, such Sublimit shall be automatically reduced by the amount of such excess. Except as provided in The Administrative Agent will promptly notify the immediately preceding sentence, the amount applicable Revolving Lenders of any such Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any such notice of termination or reduction pursuant to this Section 2.09(b) may state that it is conditioned upon of 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 (Aggregate Dollar Revolving Commitments or the Borrower Aggregate Alternative Currency Revolving Commitments. Any reduction of the Aggregate Dollar Revolving Commitments or the Aggregate Alternative Currency Revolving Commitments, as the case may delay the date of prepayment identified therein to a later date reasonably acceptable be, shall be applied 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 Dollar Revolving Commitment or the satisfaction of such condition is delayed. (c) EachUpon any reduction in theof unused Commitments hereunder shall be made ratably among Alternative Currency Revolving Commitment, as the Lenders in accordance with their respective applicable Commitments.of any Classcase may be, the Commitment of each Dollar Revolving Lender of such Class shall be reduced on a pro rata basis (determined on or Alternative Currency Revolving Lender, as the basis of case may be, according to its Dollar Revolving Facility Applicable Percentage or Alternative Currency Revolving Facility Applicable Percentage, as the aggregate Commitments under such Class) (other than the termination of the Commitment of any Lender as provided in Section 2.21)case may be. Any commitment 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.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and Borrowers may, upon notice from 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, 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 Company to the Administrative Agent, terminate the Borrower may at any time in whole permanently terminateAggregate Commitments, or from time to time in part permanently reduce, reduce the unused Commitments of any ClassAggregate Commitments; provided, however, provided that (ia) each any such notice shall be received by the Administrative Agent not later than 9:00 a.m. five Business Days prior to the date of termination or reduction, (b) any such partial reduction of the Commitments shall be in an integral aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (c) the Borrowers shall not terminate or reduce (i) the Aggregate Commitments if, after giving effect thereto and in a minimum amount to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, (ii) the Letter of $5,000,000 Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (or in such lower minimum amounts or multiples as agreed iii) the Swing Line Sublimit if, after giving effect thereto and to by any concurrent prepayments hereunder, the Administrative Agent in its reasonable discretion) Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit, and (iid) if, after giving effect to any termination or reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Participating Revolving Credit Aggregate Commitments, such sublimit Sublimit shall be automatically reduced by the amount of such excess. Except as provided in The Administrative Agent will promptly notify the immediately preceding sentence, the amount Lenders of any such Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any such notice of termination or reduction pursuant to this Section 2.09(b) may state that it is conditioned upon of the occurrence or non-occurrence Aggregate Commitments. Any reduction of any event specified therein (including the 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 in theof unused Aggregate Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, applied to the Commitment of each Lender of 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)according to its Applicable Percentage. Any commitment All fees accrued until the effective date of any termination of the Revolving Credit Aggregate Commitments shall be paid on the effective date of such termination. Any notice of termination or reduction given pursuant to this Section 2.06 may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate Borrower may, 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, 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 Borrower may at any time in whole permanently terminateAggregate Revolving Commitments or Aggregate Term Commitments, or from time to time in part permanently reduce, reduce the unused Aggregate Revolving Commitments of any Classor Aggregate Term Commitments; provided, however, provided that (i) each any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Commitments shall be in an integral aggregate amount of Ten Million and No/100 Dollars ($10,000,000.00) or any whole multiple of One Million and No/100 Dollars ($1,000,000 1,000,000.00) in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and in a minimum amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by any concurrent prepayments hereunder, the Administrative Agent in its reasonable discretion) Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, and (iiiv) 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 Participating Aggregate Revolving Credit Commitments, such sublimit the Letter of Credit Sublimit shall be automatically reduced by the amount of such excess. Except as provided in The Administrative Agent will promptly notify the immediately preceding sentence, the amount Lenders of any such Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any such notice of termination or reduction pursuant to this Section 2.09(b) may state that it is conditioned upon of the occurrence Aggregate Revolving Commitments or non-occurrence Aggregate Term Commitments, as applicable. Any reduction of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may Aggregate Revolving Commitments shall be revoked by the Borrower (or the Borrower may delay the date of prepayment identified therein to a later date reasonably acceptable applied 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 in theof unused Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, the Revolving Commitment of each Revolving Lender according to its Applicable Percentage, and any reduction of such Class the Aggregate Term Commitments shall be reduced on a pro rata basis (determined on applied to the basis of the aggregate Commitments under such Class) (other than the termination of the Term Commitment of any each Term Lender as provided in Section 2.21)according to its Applicable Percentage. Any commitment All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments or the Aggregate Term Commitment, as applicable, shall be paid on the effective date of such termination. The Aggregate Term Commitments shall be automatically and permanently reduced (A) on the date of each borrowing of Term Loans pursuant to Section 2.01(b) by an amount equal to the aggregate principal amount of all borrowings of Term Loans on such date and (B) to the extent any Term Commitments remain outstanding, to zero on the last day of the Availability Period in respect of the Term Facility.