Common use of Termination or Reduction of Commitments Clause in Contracts

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 p.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Letter of Credit Sublimit. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate CommitmentsRevolving Credit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit, or any combination of them, as the case may be, or at any time or from time to time permanently reduce the Aggregate CommitmentsRevolving Credit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit, or any combination of them, as the case may be; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 p.m. five a.m. three 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 and thereof, (iii) the Borrower shall not terminate or reduce (A) the Aggregate Commitments Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate CommitmentsRevolving Credit Facility, and (Biv) if, after giving effect to any reduction of the Revolving Credit Facility, the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit ifexceeds the amount of the Revolving Credit Facility, after giving effect thereto and to any concurrent prepayments hereunder, such Sublimit shall be automatically reduced by the Outstanding Amount amount of Swing Line Loans would exceed the Letter of Credit Sublimitsuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Revolving Credit Sublimit, Swing Line Sublimit or the Aggregate Commitments under this Section 2.06Facility. Upon any Any reduction of the Aggregate Commitments, Revolving Credit Facility shall be applied to the Revolving Credit Commitment of each Lender shall be reduced by such Lender’s according to its Applicable Percentage of such reduction amountPercentage. All fees accrued until the effective date of any termination of the Aggregate Commitments Revolving Credit Facility shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower Representative may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, Revolving Facility or the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Commitments, Revolving Facility or the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 p.m. a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof thereof, and (iii) the Borrower Representative shall not terminate or reduce (A) the Aggregate Commitments Revolving Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Commitments, Revolving Facility 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, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Letter of Credit Sublimit. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Aggregate Commitments under this Section 2.06Revolving Facility. Upon any Any reduction of the Aggregate Commitments, Revolving Facility shall be applied to the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s according to its Applicable Percentage of such reduction amountPercentage. All fees accrued until the effective date of any termination of the Aggregate Commitments Revolving Facility shall be paid on the effective date of such termination. (b) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06, the Letter of Credit or the Swingline Sublimit exceeds the Revolving Facility at such time, the Letter of Credit Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess.

Termination or Reduction of Commitments. xlii.The Borrower Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 p.m. a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or and (C) the Swing Line Sublimit if, after giving effect thereto thereto, and to any concurrent prepayments payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Letter of Credit Swing Line Sublimit. The Administrative Agent will promptly notify Notwithstanding the Lenders of any termination or reduction of the Letter of Credit Sublimitforegoing, Swing Line Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. All fees accrued until the effective date of if any termination of the Aggregate Commitments shall or the Letter of Credit Sublimit is to be paid consummated in connection with the closing of another transaction and any required prepayment is anticipated to be made with the proceeds received by the Borrowers from the closing of such other transaction, then the Borrowers may make such termination and prepayment contingent on the effective date closing of such terminationother transaction.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 p.m. 10:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 1,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit. Sublimit or Swing Line Sublimit exceeds the amount of the Aggregate Commitments, the Letter of Credit Sublimit and/or Swing Line Sublimit shall be automatically reduced by the amount of such excess. (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, Letter of Credit Sublimit or Swing Line Sublimit. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender shall be reduced by such Lender’s according to its Applicable Percentage of such reduction amountPercentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative AgentAgent (which shall include the date of the proposed termination or reduction), terminate the Aggregate CommitmentsFacility, the Letter of Credit Sublimit or the Swing Line Swingline Sublimit, or from time to time permanently reduce the Aggregate CommitmentsFacility, the Letter of Credit Sublimit or the Swing Line Swingline Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 2:00 p.m. five three (3) Business Days prior to the date of termination or reduction, or upon such lesser number of days as determined by the Administrative Agent in its sole discretion, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Aggregate Commitments Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings Outstanding Amount would exceed the Aggregate CommitmentsFacility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Swingline Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Swingline Loans would exceed the Letter Swingline Sublimit; provided further that if such notice of Credit Sublimit. The Administrative Agent will promptly notify the Lenders of any reduction or termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of indicates that such reduction amount. All fees accrued until or termination is being made in connection with a prepayment is to be funded with the effective date proceeds of any a refinancing or if such reduction or termination is to be made in connection with an acquisition or a transaction involving a Change in Control, such notice of reduction or termination may be revoked (subject to Section 3.05) if the Aggregate Commitments shall be paid on financing, acquisition or Change in Control transaction is not consummated within the effective date of period indicated in such terminationnotice.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments and/or the Aggregate Term Loan Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce such Commitments (with respect to the Aggregate Revolving Commitments, to an amount not less than the Letter Outstanding Amount of Credit Sublimit or the Swing Line SublimitRevolving Loans and L/C Obligations); provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 p.m. a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit ifexceeds the amount of the Aggregate Revolving Commitments, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of such Swing Line Loans would exceed Sublimit shall be automatically reduced by the Letter amount of Credit Sublimitsuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Aggregate Commitments under this Section 2.06such Commitments. Upon any Any reduction of Commitments shall be applied to the Aggregate Commitments, the applicable Commitment of each Lender shall be reduced by such Lender’s according to its Applicable Percentage of such reduction amountPercentage. All fees accrued with respect thereto until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 p.m. a.m. five Business Days (or such shorter period of time as the Administrative Agent may agree in its sole discretion) 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) the Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Letter of Credit Sublimit. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Domestic Borrower may, upon irrevocable notice from the Domestic Borrower to the Administrative Agent, terminate the Aggregate Domestic Total Commitments, the Domestic Swing Line Sublimit or the Domestic Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce in part the Aggregate Domestic Total Commitments, the Domestic Swing Line Sublimit or the Domestic Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 p.m. a.m. five Business Days prior to the date of termination or reductionreduction (or such later date as the Agent may agree), (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Domestic Borrower shall not terminate or reduce (A) the Aggregate Domestic Total Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Domestic Total Outstandings would exceed the Aggregate Domestic Total Commitments, (B) the Domestic Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of Domestic L/C Obligations (other than Domestic L/C Borrowings) not fully Cash Collateralized hereunder would exceed the Domestic Letter of Credit Sublimit, or (C) the Domestic Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans made to the Domestic Borrower hereunder would exceed the Domestic Swing Line Sublimit. (b) The UK Borrower may, upon irrevocable notice from the UK Borrower to the Agent, terminate the UK Total Commitments, the UK Swing Line Sublimit or the UK Letter of Credit Sublimit or from time to time permanently reduce in part the UK Total Commitments, the UK Swing Line Sublimit or the UK Letter of Credit Sublimit; provided that (i) any such notice shall be received by the Agent not later than 11:00 a.m. (London time) five Business Days prior to the date of termination or reduction (or such later date as the Agent may agree), (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $500,000 in excess thereof and (iii) the UK Borrower shall not terminate or reduce (A) the UK Total Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the UK Total Outstandings would exceed the UK Total Commitments, (B) the UK Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of UK L/C Obligations (other than UK L/C Borrowings) not fully Cash Collateralized hereunder would exceed the UK Letter of Credit Sublimit, or (C) the UK Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans made to the UK Borrower hereunder would exceed the UK Swing Line Sublimit. (c) If, after giving effect to any reduction of the Domestic Total Commitments, the Domestic Letter of Credit Sublimit. Sublimit or the Domestic Swing Line Sublimit exceeds the amount of the Domestic Total Commitments, such Domestic Letter of Credit Sublimit or Domestic Swing Line Sublimit shall be automatically reduced by the amount of such excess. (d) If, after giving effect to any reduction of the UK Total Commitments, the UK Letter of Credit Sublimit or the UK Swing Line Sublimit exceeds the amount of the UK Total Commitments, such UK Letter of Credit Sublimit or UK Swing Line Sublimit shall be automatically reduced by the amount of such excess. (e) The Administrative Agent will promptly notify the Domestic Lenders or the UK Lenders, as applicable, of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Aggregate Commitments under made pursuant to this Section 2.06. Upon any reduction of the Aggregate Domestic Total Commitments, the Domestic Commitment of each Domestic Lender shall be reduced by such Domestic Lender’s Applicable Percentage of such reduction amount. All fees accrued until the effective date of Upon any termination reduction of the Aggregate Commitments UK Total Commitments, the UK Commitment of each UK Lender shall be paid on the effective date reduced by such UK Lender’s Applicable Percentage of such terminationreduction amount.

Termination or Reduction of Commitments. (a) The Borrower Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 p.m. a.m. five Business Days prior to the date of any such termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolver Outstandings would exceed the Aggregate Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or and (C) the Swing Line Sublimit if, after giving effect thereto thereto, and to any concurrent prepayments payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Letter of Credit Sublimit. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such terminationSublimit.

Termination or Reduction of Commitments. The (a) During the Revolving Loan Availability Period, the Borrower may, upon at least three Domestic Business Days' notice to the Administrative Agent, (i) terminate the Aggregate CommitmentsRevolving Loan Commitments at any time, the if there is no Letter of Credit Sublimit or the Swing Line SublimitExposure at such time and if no Revolving Loans are outstanding at such time, or (ii) ratably reduce from time to time permanently reduce the Aggregate Commitmentstime, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 p.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole larger multiple of $1,000,000 1,000,000, the aggregate amount of the Revolving Loan Commitments in excess thereof and (iii) of the Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Letter of Credit Sublimit. The Administrative Agent will promptly notify the Lenders of any termination or reduction sum of the Letter of Credit Sublimit, Swing Line Sublimit or Exposure and the Aggregate Commitments under this Section 2.06. Upon any reduction aggregate outstanding principal amount of the Aggregate CommitmentsRevolving Loans and Swingline Loans; provided that the Borrower may not terminate or reduce the Revolving Loan Commitments pursuant to this subsection (a) at any time that any Term Loans remain outstanding. During the Term Loan Availability Period, the Borrower may, upon at least three Domestic Business Days' notice to the Agent, (i) terminate the Term Commitments at any time, or (ii) ratably reduce from time to time, by an aggregate amount of $5,000,000 or any larger multiple of $1,000,000, the aggregate amount of the remaining Term Commitments. (b) After the Term Loans have been fully repaid, the Revolving Loan Commitments shall be ratably reduced at each time that a prepayment would have been required in respect of the Term Loans pursuant to subsection (e) or (f) of Section 2.08 if Term Loans were then outstanding, by an amount equal to the prepayment that would have been so required. (c) During the Term Loan Availability Period, the Term Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. All fees accrued until the effective date amount of any termination of Terms Loans made by such Lender to the Aggregate Commitments shall be paid Borrower on the effective date of such terminationLoan. Unless previously terminated, the Term Commitments shall terminate at 5:00 P.M. (New York City time) on the last day of the Term Loan Availability Period.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 p.m. 10:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 20,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, (Biv) if, after giving effect to any reduction of the Aggregate Commitments, the Bid Loan Sublimit, the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Table of Contents Sublimit ifexceeds the amount of the Aggregate Commitments, after giving effect thereto such Sublimit shall be automatically reduced by the amount of such excess, and (v) in no event shall Borrower be entitled to any concurrent prepayments hereunderso reduce the Aggregate Commitments below $100,000,000.00, unless Borrower has elected to terminate the Outstanding Amount of Swing Line Loans would exceed the Letter of Credit SublimitCommitments in full. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Aggregate Commitments under this Section 2.06Commitments. Upon any Any reduction of the Aggregate Commitments, Commitments shall be applied to the Commitment of each Lender shall be reduced by such Lender’s according to its Applicable Percentage of such reduction amountPercentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower may, upon three Business Days' notice to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimitat any time, or proportionately permanently reduce from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 p.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 1,000,000 or any whole larger multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunderthereof, the Total Outstandings would exceed the Aggregate Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Letter of Credit Sublimit. The Administrative Agent will promptly notify the Lenders of any termination or reduction unused portions of the Letter of Credit SublimitCommitments. If the Commitments are terminated in their entirety, Swing Line Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender all accrued commitment fees shall be reduced by such Lender’s Applicable Percentage of such reduction amount. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid payable on the effective date of such termination. (b) The Revolving Loan Commitments shall terminate at 5 p.m. (Eastern Standard Time) on the Revolving Credit Termination Date, and all Revolving Loans then outstanding and all Letter of Credit Liabilities (in each case, together with accrued interest thereon) shall be due and payable on such date. (c) On each day on which the Revolving Loan Commitments are reduced pursuant to Section 2.09(a), the Borrower shall repay such principal amount (together with accrued interest thereon) of each Lender’s outstanding Revolving Loans as may be necessary so that after such repayment, the aggregate unpaid principal amount of each Lender’s Revolving Loans plus such Lender’s LC Exposure does not exceed the amount of such Lender’s Revolving Loan Commitment after giving effect to such reduction. In the event that the aggregate amount of the Revolving Loan Commitments is reduced to an amount less than the aggregate amount of Letter of Credit Liabilities at such time in respect of all Letters of Credit, the Borrower hereby agrees that it shall forthwith, without any demand or taking of any other action by the Required Lenders or the Agent, pay to the Agent an amount in immediately available funds equal to the difference to be held as security for the Letter of Credit Liabilities for the benefit of all Lenders pursuant to arrangements satisfactory to the Agent and the Lenders.

Termination or Reduction of Commitments. (a) The Borrower mayshall have the right, upon not less than three Business Days' notice to the Administrative Agent, to terminate the Aggregate CommitmentsSeven-Year Revolving Credit Commitments or, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently time, to reduce the Aggregate aggregate amount of the Seven-Year Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any no such notice termination or reduction of Seven-Year Revolving Credit Commitments shall be received by the Administrative Agent not later than 11:00 p.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Seven-Year Revolving Credit Loans made on the effective date thereof, the Total Outstandings Seven-Year Revolving Extensions of Credit would exceed the Aggregate Total Seven-Year Revolving Credit Commitments. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Seven-Year Revolving Credit Commitments then in effect. On the date of each reduction of the Seven-Year Revolving Credit Commitments, there shall be an equal reduction in the amount of the 364-Day Revolving Credit Commitments. (Bb) The Borrower shall have the Letter right, upon not less than three Business Days' notice to the Administrative Agent, to terminate the 364-Day Revolving Credit Commitments or, from time to time, to reduce the aggregate amount of the 364-Day Revolving Credit Sublimit if, after giving effect thereto, the Outstanding Amount Commitments; provided that no such termination or reduction of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of 364-Day Revolving Credit Sublimit, or (C) the Swing Line Sublimit Commitments shall be permitted if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Letter of Credit Sublimit. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of 364-Day Revolving Credit Sublimit, Swing Line Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid Loans made on the effective date thereof, the Total 364-Day Revolving Credit Extensions of Credit would exceed the Total 364-Day Revolving Credit Commitments. Any such terminationreduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the 364-Day Revolving Credit Commitments then in effect. On the date of each reduction of the 364-Day Revolving Credit Commitments, there shall be an equal reduction in the amount of the Seven-Year Revolving Credit Commitments.

Termination or Reduction of Commitments. (a) The Borrower mayshall have the right, upon not less than five (5) Business Days' written notice to the Administrative Agent, to terminate the Aggregate CommitmentsCommitments or, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time (but not more than twice), to permanently reduce the Aggregate amount of the Commitments, such reductions to be effected pro rata among Categories of Loans and in conjunction with simultaneous pro rata reductions of the Letter of Credit Sublimit or the Swing Line Sublimit; provided Holder Commitments, PROVIDED, that (i) after giving effect to such reduction, the aggregate outstanding principal amount of the Loans of any Category shall not exceed the aggregate Commitments of such Category and the aggregate outstanding amount of Holder Fundings shall not exceed the aggregate Holder Commitments, (ii) such notice shall be received accompanied by a certificate of the Administrative Construction Agent not later than 11:00 p.m. five Business Days prior stating that the amount equal to 97% of aggregate Budgeted Total Loan Property Cost as of the date of termination such reduction does not exceed the aggregate amount of Available Commitments as of such date after giving effect to such reduction and (iii) unless a Lease Default or reductionLease Event of Default has occurred and is continuing, (ii) any the Lessee or the Construction Agent shall have consented to such partial reduction or termination. Any such reduction of Commitments and Holder Commitments shall be in an aggregate amount equal to the lesser of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to $1,000,000 or any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, integral multiple thereof or (B) the Letter remaining Available Commitments of Credit Sublimit ifeach Category and the remaining Available Holder Commitments, after giving effect theretoand shall reduce permanently the Commitments of each Category and the Holder Commitments then in effect. (b) On any date on which the Commitments of any Category shall automatically be reduced to zero pursuant to SECTION 6, the Outstanding Amount of L/C Obligations not fully Cash Collateralized Borrower shall prepay all outstanding Loans, together with accrued unpaid interest thereon and all other amounts owing hereunder would exceed the Letter of or under any other Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Letter of Credit Sublimit. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such terminationDocument.

Termination or Reduction of Commitments. (a) The Borrower Tranche A Borrowers may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Administrative Agent, terminate the Aggregate Tranche B Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Tranche B Commitments; and the Tranche C Borrower may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Letter of Credit Sublimit or the Swing Line SublimitAggregate Tranche C Commitments; provided that (i) any such notice shall be received by the Administrative Applicable Agent not later than 11:00 p.m. five 12:00 noon (Central time), on the Business Days Day immediately prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 US$25,000,000 or 38 Toyota - 364 Day Credit Agreement any whole multiple of $1,000,000 US$5,000,000 in excess thereof and thereof, (iii) the such Borrower shall not terminate or reduce (A) the such Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate CommitmentsCommitments applicable to such Borrower, and (Biv) the Letter of Credit Sublimit if, after giving effect theretoto any reduction of the Aggregate Commitments, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, or the Outstanding Amount of Australian Swing Line Loans would exceed Sublimit exceeds the Letter amount of Credit the Aggregate Commitments, such Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, 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 Letter of Credit Sublimit, Swing Line Sublimit or the Aggregate Commitments under this Section 2.06Commitments. Upon any Any reduction of the Aggregate Commitments, Commitments shall be applied to the applicable Commitment of each appropriate Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amountaccording to its Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower Borrowers may, upon not less than five (5) Business Days irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Commitments (without penalty or payment of any kind). (b) In addition, the Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate, in whole or in part, the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, Sublimit or from time to time permanently reduce reduce, in whole or in part, the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that provided, that, (i) any such notice shall be received by the Administrative Agent not later than 11:00 p.m. a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate a minimum amount of $10,000,000 2,500,000 or any whole multiple of $1,000,000 in excess thereof and or in such lesser amount equal to the remaining Aggregate Commitments, (iii) the Borrower Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or and (C) the Swing Line Sublimit if, after giving effect thereto thereto, and to any concurrent prepayments payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. Once Borrowers have requested a reduction in the amount of the Aggregate Commitments, Borrowers shall not request an increase of the Aggregate Commitments pursuant to Section 2.15. 5048719.15048719.6 97 (c) 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 Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. (d) The Administrative Agent will promptly notify the Revolving Loan Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. All fees (including, without limitation, commitment fees, and Letter of Credit Fees) and interest in respect of the Aggregate Commitments accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate CommitmentsRevolving Credit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate CommitmentsRevolving Credit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 p.m. a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower shall not terminate or reduce (A) the Aggregate Commitments Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate CommitmentsRevolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Letter of Credit Sublimit. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Aggregate Commitments Revolving Credit Commitment under this Section 2.06. Upon any reduction of the Aggregate 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 Aggregate Commitments Revolving Credit Facility shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower Borrowers may, upon five Business Days’ prior notice to the Administrative Lender from the Borrower Agent, terminate the Aggregate Commitments, Revolving Credit Commitments or the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Commitments, Revolving Credit Commitments or the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent Lender not later than 11:00 p.m. a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower Borrowers shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Commitments, Revolving Credit Commitments or (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Letter of Credit Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or Sublimit and (Civ) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, reduction or termination of the Outstanding Amount of Swing Line Loans would exceed the Letter of Revolving Credit Sublimit. The Administrative Agent will promptly notify the Lenders of any termination Commitments or reduction of the Letter of Credit Sublimit, Swing Line the Letter of Credit Sublimit or exceeds the Aggregate Commitments under this Section 2.06. Upon any reduction amount of the Aggregate Commitments, the Revolving Credit Commitment of each Lender such Sublimit shall be automatically reduced by such Lender’s Applicable Percentage the amount of such reduction amountexcess. 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 Borrower may, upon notice to the Administrative Agent, terminate the Aggregate CommitmentsRevolving Facility, the Letter of Credit Sublimit or the Swing Line Swingline Sublimit, or from time to time permanently reduce the Aggregate CommitmentsRevolving Facility, the Letter of Credit Sublimit or the Swing Line Swingline Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 p.m. a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower shall not terminate or reduce (A) the Aggregate Commitments Revolving Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate CommitmentsRevolving Facility, (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, Sublimit or (C) the Swing Line Swingline Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Swingline Loans would exceed the Swingline Sublimit. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swingline Sublimit. Any reduction of the Revolving Commitments shall be applied to the Revolving Commitment of each Lender according to its Applicable Revolving Percentage. All fees accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such termination. (b) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Swingline Sublimit or the Aggregate Commitments Revolving Commitment under this Section 2.06. Upon any reduction of the Aggregate Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amountRevolving Percentage. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Aggregate Commitments Revolving Facility shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower mayshall --------------------------------------- have the right, upon not less than three Business Days' notice to the Administrative Agent, to terminate the Aggregate CommitmentsTranche A Commitments or, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently time, to reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 p.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 the Tranche A Commitments; provided, that no such termination or any whole multiple reduction of $1,000,000 in excess thereof and (iii) the Borrower Tranche A Commitments shall not terminate or reduce (A) the Aggregate Commitments be permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Tranche A Loans made on the effective date thereof, the Total Outstandings aggregate Tranche A Extensions of Credit of all Tranche A Lenders would exceed the Aggregate Commitments, (B) the Letter aggregate Tranche A Commitments 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 Sublimitall Tranche A Lenders. Any such reduction shall be in an amount equal to $10,000,000, or a whole multiple thereof, and shall reduce permanently the Tranche A Commitments then in effect. (Cb) The Borrower shall have the Swing Line Sublimit right, upon not less than three Business Days' notice to the Administrative Agent, to terminate the Tranche B Commitments or, from time to time, to reduce the aggregate amount of the Tranche B Commitments; provided, that no such termination or reduction of Tranche B Commitments shall be permitted if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Letter of Credit Sublimit. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid Tranche B Loans made on the effective date thereof, the aggregate Tranche B Extensions of Credit of all Tranche B Lenders would exceed the aggregate Tranche B Commitments of all Tranche B Lenders. Any such terminationreduction shall be in an amount equal to $10,000,000, or a whole multiple thereof, and shall reduce permanently the Tranche B Commitments then in effect.

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

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate CommitmentsCommitments hereunder, the Letter of Credit Sublimit or the Swing Line Sublimitand, or from time to time time, permanently (except pursuant to Section 2.14) reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line SublimitCommitment Amount; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 p.m. five a.m. two (2) Business Days prior to the date of termination or reduction, (ii) any such partial reduction or termination shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings Revolving Credit Exposure would exceed the Aggregate Commitments, Commitment Amount and (Biv) the Letter of Credit Sublimit if, after giving effect theretoto any reduction of the Aggregate Commitments, the Outstanding Amount Swingline Sublimit exceeds the Aggregate Commitment Amount, such Sublimit shall be automatically reduced by the amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Letter of Credit Sublimitsuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Aggregate Commitments under this Section 2.06Commitments. Upon any Any reduction of the Aggregate Commitments, Commitment Amount shall be applied to the Commitment of each Lender shall be reduced by such Lender’s according to its Applicable Percentage of such reduction amountPercentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower (a)Optional. Parent may, upon notice to the Administrative Agent, elect to terminate the Aggregate CommitmentsRevolving Credit FacilityCommitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate CommitmentsRevolving Credit Facility, the Letter of Credit Sublimit or the Swing Line SublimitSublimit or terminate or reduce any Term Commitments (including any commitments to make Incremental Term Loans); provided provided, that (i) any i)any such notice shall be received by the Administrative Agent not later than 11:00 2:00 p.m. five three (3) Business Days prior to the date of termination or reduction, (ii) any ii)any such partial reduction shall be in an aggregate amount of $10,000,000 5 million or any whole multiple of $1,000,000 1 million in excess thereof thereof, and (iii) the Borrower Parent shall not elect to terminate or reduce (A) the Aggregate Commitments theany Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments pre-payments hereunder, the Total Outstandings Outstanding Amount of all Revolving Credit Loans, Swingline Loans and all L/C Obligations thereunder would exceed the Aggregate CommitmentsRevolving Credit Facility, (B) the B)the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the C)the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Letter of Credit Sublimit. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 p.m. 10:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Letter of Credit Sublimit. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate CommitmentsRevolving Facility, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate CommitmentsRevolving Facility, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 p.m. a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 1,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Aggregate Commitments Revolving Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate CommitmentsRevolving Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Letter of Credit Swing Line Sublimit. . (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 Aggregate Commitments Revolving Commitment under this Section 2.06. Upon any reduction of the Aggregate Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving Percentage of such reduction amountReduction Amount. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Aggregate Commitments Revolving Facility shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. Unless previously terminated, the Term Commitments will terminate on the last day of the Availability Period with respect to the Term Facility. (b) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 p.m. 12:00 Noon five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (A) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder Letters of Credit would exceed the Letter of Credit Sublimit, or (C) the Swing Line Outstanding Amount of Negotiated Rate Loans would exceed the Negotiated Rate Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, or (D) the Outstanding Amount of Swing Line all Loans would exceed denominated in Alternative Currencies exceeds an amount equal to 105% of the Letter Alternative Currency Sublimit. Each notice of Credit Sublimittermination 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 Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit, Swing Line Sublimit or unless otherwise specified by the Aggregate Commitments under this Section 2.06Borrower. Upon any Any reduction of the Aggregate Commitments, Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s according to its Applicable Percentage of such reduction amountPercentage. 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 delivered by the Borrower pursuant to this Section 2.07 may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Termination or Reduction of Commitments. (a) Unless previously terminated in accordance with the terms of this Agreement, the Revolving Commitments shall terminate on the applicable Maturity Date for the Revolving Facility, and the Term Commitments shall terminate upon the Delayed Draw Termination Date. (b) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate aggregate Revolving Commitments or aggregate Term Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 p.m. five a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Revolving Commitments shall be in an aggregate amount of Ten Million and No/100 Dollars ($10,000,000 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 and thereof, (iii) any reduction of the - 64 - Term Commitments pursuant to this Section 2.05(b) shall be in the full amount of the then unfunded aggregate Terms Commitments, (iv) the Borrower shall not terminate or reduce (A) the Aggregate aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, (BA) the Letter any Lender’s aggregate Outstanding Amount of Credit Sublimit if, after giving effect thereto, Revolving Loans plus such Lender’s Applicable Percentage of the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed its Revolving Commitment or (B) the Total Revolving Outstandings would exceed the Letter of Credit Sublimit, aggregate Revolving Commitments or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans L/C Obligations would exceed the Letter of Credit Sublimit. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter aggregate Revolving Commitments; provided, that such termination or reduction may be conditioned on the occurrence of Credit Sublimitany subsequent event (including a Change of Control, Swing Line Sublimit refinancing transaction or the Aggregate Commitments under this Section 2.06acquisition or other Investment). Upon any Any reduction of the Aggregate Commitments, aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s according to its Applicable Percentage of such reduction amountPercentage. All fees accrued until the effective date of any termination of the Aggregate aggregate Revolving Commitments shall be paid on the effective date of such termination. (c) Notwithstanding anything to the contrary herein and without limiting Section 7.11(g), if the Consolidated Net Worth of the Combined Companies is, at any time, less than an amount equal to (i) $500,000,000, plus (ii) the CNW Adjustment Amount (a "Facility Reduction Event"), then the Facility Amount shall be automatically and permanently reduced to $400,000,000 (which reduction shall be allocated to the Revolving Facility and the Term Facility on pro rata basis based on the aggregate Revolving Commitments and the aggregate Term Commitments in effect immediately to such Facility Reduction Event), and the Borrower will repay any principal amount outstanding in excess of the reduced Revolving Facility and Term Facility, respectively, within ten (10) days of demand therefor.

Termination or Reduction of Commitments. The (i) From and after the Closing Date, the Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Revolving Credit Sublimit or the Swing Line SublimitFacility, or from time to time permanently reduce the Aggregate Commitments, the Letter of Revolving Credit Sublimit or the Swing Line SublimitFacility; provided that (iA) any such notice shall be received by the Administrative Agent not later than 11:00 p.m. 10:00 a.m. five Business Days prior to the date of termination or reduction, ; (iiB) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof; (iiiC) the Borrower shall not terminate or reduce (A) the Aggregate Commitments Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate CommitmentsRevolving Credit Facility; and (D) if, (B) after giving effect to any reduction of the Revolving Credit Facility, the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit ifexceeds the amount of the Revolving Credit Facility, after giving effect thereto and to any concurrent prepayments hereunder, such Sublimit shall be automatically reduced by the Outstanding Amount amount of Swing Line Loans would exceed the Letter of Credit Sublimit. such excess; (ii) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Aggregate Commitments under this Section 2.06any Commitment. Upon any Any reduction of the Aggregate Commitments, any Commitment shall be applied to the Commitment of each Appropriate Lender shall be reduced by such Lender’s according to its Applicable Percentage of such reduction amountPercentage. All fees accrued until the effective date of any termination of the Aggregate Commitments any Commitment shall be paid on the effective date of such termination; and (iii) The aggregate Bridge Commitments and Term A Commitments shall be automatically and permanently reduced to zero on the date of the Bridge Borrowing and Term A Borrowing.

Termination or Reduction of Commitments. The Borrower may, (a) VOLUNTARY TERMINATION OR REDUCTIONS. At the Borrower's option and upon at least three Domestic Business Days' prior irrevocable notice to the Administrative Agent, the Borrower may (i) terminate the Aggregate Commitments, the Swing Line Commitment and the Letter of Credit Sublimit or the Swing Line SublimitCommitment, at any time, or from time to time (ii) permanently reduce the Aggregate CommitmentsCommitment Amount, the Swing Line Commitment or the Letter of Credit Sublimit or the Swing Line Sublimit; provided Commitment, in part at any time and from time to time, PROVIDED that (i1) any such notice shall be received by the Administrative Agent not later than 11:00 p.m. five Business Days prior to the date of termination or reduction, (ii) any each such partial reduction shall be in an aggregate amount equal to at least (A) in the case of the Aggregate Commitment Amount $10,000,000 or any whole an integral multiple of $1,000,000 in excess thereof thereof, (B) in the case of the Swing Line Commitment, $1,000,000, or an integral multiple of $1,000,000 in excess thereof, and (iiiC) in the Borrower shall not terminate case of the Letter of Credit Commitment, $1,000,000, or reduce an integral multiple of $1,000,000 in excess thereof, and (2) immediately after giving effect to each such reduction, (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would Commitment Amount shall equal or exceed the Aggregate CommitmentsCredit Exposure, (B) the Swing Line Commitment shall equal or exceed the aggregate outstanding principal balance of all Swing Line Loans and (C) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would Commitment shall equal or exceed the Letter of Credit SublimitExposure of all Lenders, or (C) and PROVIDED FURTHER that a notice of termination of the Commitments, the Swing Line Sublimit if, after giving effect thereto Commitment and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Letter of Credit Sublimit. The Commitment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities (such notice to specify the proposed effective date), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent will promptly notify on or prior to such specified effective date) if such condition is not satisfied and the Borrower shall indemnify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Aggregate Commitments under this in accordance with Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination3.5.

Termination or Reduction of Commitments. The (a) Notwithstanding anything to the contrary contained in this Agreement, each of the Commitments shall automatically terminate upon the earlier to occur of (i) the occurrence of any Change in Control or (ii) any sale, transfer or other disposition of the Service Area Network or any material portion thereof. (b) Notwithstanding anything to the contrary contained in this Agreement, on the date Holdings receives any net proceeds of any issuance of Holdings Senior Notes, the Aggregate Commitments shall be reduced by an aggregate amount such that, immediately after giving effect to such reduction, the sum of (i) the aggregate outstanding principal amount of the Loans, plus (ii) the aggregate outstanding principal amount of the Loans then previously required to be prepaid or paid in accordance with Section 2.7 or Section 2.3, respectively, plus (iii) the amount of the Aggregate Commitments does not exceed $175,000,000. All reductions of the Aggregate Commitments pursuant to this Section 2.13(b) shall be applied pro rata to reduce the Tranche A Commitments, the Tranche B Commitments and the Tranche C Commitments (based upon the outstanding principal amounts of such Commitments). (c) Notwithstanding anything to the contrary contained in this Agreement, each of the Tranche A Commitments, the Tranche B Commitments and the Tranche C Commitments shall automatically be reduced, concurrently with the making of any Tranche A Loans, Tranche B Loans or Tranche C Loans, respectively, by an amount equal to the principal amount of such Tranche A Loans, Tranche B Loans or Tranche C Loans, respectively, advanced; provided, however, that, at the election of the Borrower mayand subject to the terms and provisions of this Agreement, upon any of the Tranche A Loans, the Tranche B Loans and/or the Tranche C Loans may be, at the election of the Borrower by its giving of three Business Days' prior written notice of such election to the Administrative Agent, increased by an amount not to exceed the amount by which such Commitment was previously reduced pursuant to Section 2.13(b). (d) The Borrower shall have the right to terminate or reduce in part the Aggregate unused portion of the Tranche A Commitments, the Letter of Credit Sublimit or Tranche B Commitments and the Swing Line Sublimit, or Tranche C Commitments at any time and from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 p.m. five Business Days prior to the date of Tranche A Commitment Termination Date, the Tranche B Commitment Termination Date and the Tranche C Commitment Termination Date, respectively; provided, however, that no such termination or reductionreduction shall be effective unless the Borrower shall have given notice of each such termination or reduction as provided in Section 2.9, (ii) any such and each partial reduction of the Commitments shall be in an aggregate amount of at least equal to $10,000,000 3,000,000 or any whole an integral multiple of $1,000,000 100,000 in excess thereof and thereof. (iiie) the Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunderExcept as provided in Section 2.13(c), the Total Outstandings would exceed the Aggregate Commitments, (B) the Letter of Credit Sublimit if, Commitments may not be reinstated after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, they have been terminated or (C) the Swing Line Sublimit if, increased after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Letter of Credit Sublimit. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such terminationthey have been reduced.

Termination or Reduction of Commitments. The Borrower may, upon (a) Upon at least two Business Days' prior written notice to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line SublimitLoan Parties may at any time in whole permanently terminate, or from time to time in part permanently reduce the Aggregate Commitmentsreduce, the Letter Tranche A Commitments. Each such reduction shall be in the principal amount of Credit Sublimit $5,000,000 or the Swing Line Sublimit; provided that any integral multiple thereof. Each such reduction or termination shall (i) any be applied ratably to the Tranche A Commitments of each Tranche A Lender and (ii) be irrevocable when given. At the effective time of each such notice reduction or termination, the Loan Parties shall be received by pay to the Administrative Agent not later than 11:00 p.m. five Business Days prior to for application as provided herein (i) all Commitment Fees accrued on the amount of the Tranche A Commitments so terminated or reduced through the date of termination or reductionthereof, (ii) any amount by which the Tranche A Credit Extensions outstanding on such partial reduction shall date exceed the amount to which the Tranche A Commitments are to be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof reduced effective on such date and (iii) all earned and unpaid Fees with respect to such Credit Extensions, in each case pro rata based on the Borrower shall amount prepaid. (b) The Loan Parties may not terminate or reduce (A) the Aggregate Tranche B Commitments if, after giving effect thereto and to at any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Letter of Credit Sublimit. The Administrative Agent will promptly notify the Lenders of time except for any termination or reduction made solely by virtue of the Letter application of Credit Sublimit, Swing Line Sublimit Net Proceeds in accordance with the provisions of Section 2.18. Each such reduction or termination shall (i) be applied ratably to the Aggregate Tranche B Commitments under this Section 2.06of each Tranche B Lender and (ii) be irrevocable when given. Upon any At the effective time of each such reduction of the Aggregate Commitmentsor termination, the Commitment of each Lender Loan Parties shall pay to the Administrative Agent for application as provided herein (i) any amount by which the Tranche B Loans outstanding on such date exceed the amount to which the Tranche B Commitments are to be reduced by effective on such Lender’s Applicable Percentage of such reduction amount. All fees accrued until date and (ii) all earned and unpaid Fees under the effective date of any termination of the Aggregate Commitments shall be paid Tranche B Fee Letter, pro rata based on the effective date of such terminationamount prepaid.

Termination or Reduction of Commitments. The Borrower maymay at any time and from time to time, without penalty or premium (except as provided in Article III and with respect to breakage of Term SOFR Loans), upon notice to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 p.m. a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of the Dollar equivalent of Five Million Dollars ($10,000,000 5,000,000) or any whole multiple of the Dollar equivalent of One Million Dollars ($1,000,000 1,000,000) in excess thereof and thereof, (iii) the Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (Biv) the Letter of Credit Sublimit if, after giving effect theretoto any reduction of the Aggregate Commitments, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Alternative Currency Sublimit or (C) the Swing Line Sublimit ifexceeds the amount of the Aggregate Commitments, after giving effect thereto and to any concurrent prepayments hereunder, such Sublimit shall be automatically reduced by the Outstanding Amount amount of Swing Line Loans would exceed the Letter of Credit Sublimitsuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Aggregate Commitments under this Section 2.06Commitments. Upon any Any reduction of the Aggregate Commitments, Commitments shall be applied to the Commitment of each Lender shall be reduced by such Lender’s according to its Applicable Percentage of such reduction amountPercentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. The Agent and each Lender party hereto hereby waive the requirements set forth in the first sentence of Section 2.06(a) of the Existing Credit Agreement with respect to the reduction of the Aggregate Commitments occurring on the Closing Date (including, for the avoidance of doubt, the requirement that Borrower deliver a notice with respect thereto).

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently QB\033578.02011\28349393.9 reduce the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 p.m. a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of Ten Million and No/100 Dollars ($10,000,000 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 and thereof, (iii) the Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, and (Biv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit ifexceeds the amount of the Aggregate Revolving Commitments, after giving effect thereto and to any concurrent prepayments hereunder, such Sublimit shall be automatically reduced by the Outstanding Amount amount of Swing Line Loans would exceed the Letter of Credit Sublimitsuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Aggregate Commitments under this Section 2.06Revolving Commitments. Upon any Any reduction of the Aggregate Commitments, Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s according to its Applicable Percentage of such reduction amountPercentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit Commitments or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit Commitments or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 p.m. 10:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, or (Biv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit ifexceeds the amount of the Aggregate Commitments, after giving effect thereto and to any concurrent prepayments hereunder, such Sublimit shall be automatically reduced by the Outstanding Amount amount of Swing Line Loans would exceed the Letter of Credit Sublimitsuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Aggregate Commitments under this Section 2.06Commitments. Upon any Any reduction of the Aggregate Commitments, Commitments shall be applied to the Commitment of each Lender shall be reduced by such Lender’s according to its Applicable Percentage of such reduction amountPercentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Revolving Commitments and the Sterling Term Loan Commitments hereunder may be permanently reduced in whole or in part by notice from the Borrower may, upon notice to the Administrative Agent; provided, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall thereof must be received by the Administrative Agent not later than 11:00 p.m. a.m. at least five (5) Business Days prior to the date of reduction or termination or reduction, (ii) and any such partial reduction prepayment shall be in an aggregate a minimum principal amount of $10,000,000 or any whole multiple 5,000,000 and integral multiples of $1,000,000 in excess thereof thereof; (ii) the Revolving Commitments may not be reduced to an amount less than the Revolving Obligations then outstanding; and (iii) the Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunderreduction of the Revolving Commitments, the Total Outstandings would exceed the Aggregate Commitments, (B) the Letter of Credit Sublimit if, after giving effect theretoAlternative Currency Sublimit, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, Committed Amount or (C) the Swing Line Sublimit ifCommitted Amount exceeds the amount of the applicable Revolving Commitments, after giving effect thereto and to any concurrent prepayments hereunder, such sublimit or committed amount shall be automatically reduced by the Outstanding Amount amount of Swing Line Loans would exceed the Letter of Credit Sublimitsuch excess. The Administrative Agent will promptly notify give prompt notice to the Lenders Lenders, as the case may be, of any termination or such reduction in Revolving Commitments and/or the Sterling Term Loan Commitments, the Alternative Currency Sublimit, the L/C Committed Amount and/or the Swing Line Committed Amount. Any reduction of the Letter of Credit Sublimit, Swing Line Sublimit or Revolving Commitments and/or Sterling Term Loan Commitments shall be applied to the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the respective Revolving Commitment of each such Revolving Lender shall be reduced by such Lender’s Applicable according to its Revolving Commitment Percentage of such reduction amountand/or Sterling Term Loan Commitment Percentage thereof. All commitment or other fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower may, upon irrevocable (except as set forth below) notice from the Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that provided, that, (i) any such notice shall be received by the Administrative Agent not later than 11:00 p.m. five a.m. three (3) 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 and thereof, (iii) the Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or and (C) the Swing Line Sublimit if, after giving effect thereto thereto, and to any concurrent prepayments payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Letter of Credit Sublimit. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit provided, further, that such notice delivered by the Borrower may state that such notice is conditioned on the funding or consummation of any transaction or transactions specified therein (including, without limitation, any sale or disposition of Collateral or the Aggregate Commitments under this Section 2.06. Upon closing of any other financing transaction). (b) If, after giving effect to any reduction of the Aggregate Commitments, the Commitment Letter of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. All fees accrued until Credit Sublimit or the effective date of any termination Swing Line Sublimit exceeds the amount of the Aggregate Commitments Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be paid on automatically reduced by the effective date amount of such terminationexcess.

Termination or Reduction of Commitments. The Borrower may, upon not less than three (3) Business Days’ prior written notice to the Administrative Agent, terminate the Aggregate Revolving Loan Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received Commitments by the Administrative Agent not later than 11:00 p.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate minimum amount of $10,000,000 1,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Aggregate Commitments ifthereof; unless, after giving effect thereto and to any concurrent prepayments hereunder, of Revolving Loans made on the Total Outstandings would exceed the Aggregate Commitmentseffective date thereof, (Bi) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter amount of Credit Sublimitthe Revolving Loan Commitments then in effect, or (Cii) the Effective Amount of all Swing Line Loans then outstanding would exceed the Swing Line Sublimit ifLoan Maximum Amount or (iii) the Effective Amount of all L/C Obligations would exceed the L/C Commitment. If and to the extent specified by the Borrower in the notice to the Agent, some or all of the reduction in the Revolving Loan Commitments shall be applied to reduce the L/C Commitment and/or the Swing Line Loan Maximum Amount. If after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount reduction or termination of Swing Line Loans would exceed the Letter of Credit Sublimit. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Aggregate Revolving Loan Commitments under this Section 2.062.05, the L/C Commitment or the Swing Line Loan Maximum Amount would exceed the amount of the Revolving Loan Commitments at such time, the L/C Commitment or the Swing Line Loan Maximum Amount, as the case may be, shall be automatically reduced by the amount of such excess. Upon any Once reduced in accordance with this Section, the Revolving Loan Commitments may not be increased. Any reduction of the Aggregate Commitments, the Commitment of Revolving Loan Commitments shall be applied to each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amountaccording to its Pro Rata Share. All fees accrued until Commitment Fees and Letter of Credit Fees to, but not including, the effective date of any reduction or termination of the Aggregate Revolving Loan Commitments shall be paid on the effective date of such reduction or termination.

Termination or Reduction of Commitments. (a) The Borrower mayshall have the right, upon not less than three Business Days’ notice to the Revolving Administrative Agent, to terminate the Aggregate CommitmentsRevolving Credit Commitments or, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently time, to reduce the Aggregate aggregate amount of the Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any no such notice termination or reduction of Revolving Credit Commitments shall be received by the Administrative Agent not later than 11:00 p.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Credit Loans and Swing Line Loans made on the effective date thereof, the Total Outstandings Revolving Extensions of Credit would exceed the Aggregate Total Revolving Credit Commitments. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Revolving Credit Commitments then in effect. (Bb) The Borrower shall have the right, upon not less than three Business Days’ notice to the Revolving Administrative Agent, to terminate the Funded Letter of Credit Sublimit ifCommitments or, after giving effect theretofrom time to time, to reduce the Outstanding Amount aggregate amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Funded Letter of Credit Sublimit, Commitments; provided that no such termination or (C) the Swing Line Sublimit reduction of Funded Letter of Credit Commitments shall be permitted if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount Total Funded Letter of Swing Line Loans Credit Exposure would exceed the Total Funded Letter of Credit SublimitCommitments. The Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Funded Letter of Credit Commitments then in effect. If the Funded Letter of Credit Commitments are reduced as provided in this Section 2.10(b), then the Revolving Administrative Agent will promptly notify return all amounts in the Lenders Credit Linked Deposit Account in excess of the Total Funded Letter of Credit Commitments (after giving effect to such reduction) to the Funded L/C Participants, ratably in accordance with their Funded Letter of Credit Percentages. (c) The Borrower shall have the right, upon not less than three Business Days’ notice to the Administrative Agent, to terminate any unfunded portion of the Tranche B Term Loan Commitments or, from time to time, to reduce the aggregate amount of the Tranche B Term Loan Commitments. Any such termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. All fees accrued until in an amount equal to $5,000,000, or a whole multiple thereof, and shall reduce permanently the effective date of any termination of the Aggregate Tranche B Term Loan Commitments shall be paid on the effective date of such terminationthen in effect.

Termination or Reduction of Commitments. (a) Unless previously terminated, (i) the Term Commitments will terminate on the earlier of (A) the Closing Date immediately after the closing hereunder and (B) October 31, 2006 if the Closing Date has not occurred on or before such date, and (ii) the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 p.m. 12:00 Noon 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 5,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (A) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder Letters of Credit would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Letter Swing Line Sublimit or (D) the Outstanding Amount of Credit Negotiated Rate Loans would exceed the Negotiated Rate Sublimit. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Aggregate Commitments under this Section 2.06Revolving Commitments. Upon any Any reduction of the Aggregate Commitments, Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s according to its Applicable Percentage of such reduction amountPercentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice to the Administrative Payment Agent, terminate the Aggregate Commitments, unused portion of the Letter of unused Revolving Credit Sublimit Commitments or the Swing Line L/C Sublimit, or from time to time permanently reduce the Aggregate Commitments, unused portion of the Letter of unused Revolving Credit Sublimit Commitments or the Swing Line L/C Sublimit; provided that (i) any such notice shall be received by the Administrative Payment Agent not later than 11:00 p.m. five a.m. (eastern time) three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an a minimum aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower shall not terminate or reduce (A) the Aggregate unused portion of the unused Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of Revolving Credit Loans and L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of aggregate Revolving Credit Sublimit, Commitments or if the L/C Sublimit would exceed the aggregate Revolving Credit Commitments and (Civ) the Swing Line Borrower shall not terminate or reduce the unused portion of the L/C Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans the L/C Obligations would exceed the Letter of Credit L/C Sublimit. The Administrative Agent will promptly notify the Lenders If after giving effect to any reduction or termination of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Aggregate unused Commitments under this Section 2.06. Upon any reduction of 2.05, the Aggregate L/C Sublimit exceeds the aggregate Revolving Credit Commitments, the Commitment of each Lender L/C Sublimit shall be automatically reduced by such Lender’s Applicable Percentage the amount of such reduction amount. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such terminationexcess.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice to the Administrative Payment Agent, terminate the Aggregate Commitments, unused portion of the Letter of Revolving Credit Sublimit Commitments or the Swing Line L/C Sublimit, or from time to time permanently reduce the Aggregate Commitments, unused portion of the Letter of Revolving Credit Sublimit Commitments or the Swing Line L/C Sublimit; provided that (i) any such notice shall be received by the Administrative Payment Agent not later than 11:00 p.m. five 12:00 noon (eastern time) three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an a minimum aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower shall not terminate or reduce (A) the Aggregate unused portion of the unused Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of Revolving Credit Loans and L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of aggregate Revolving Credit Sublimit, Commitments or if the L/C Sublimit would exceed the aggregate Revolving Credit Commitments and (Civ) the Swing Line Borrower shall not terminate or reduce the unused portion of the L/C Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans the L/C Obligations would exceed the Letter of Credit L/C Sublimit. The Administrative Agent will promptly notify the Lenders If after giving effect to any reduction or termination of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Aggregate unused Commitments under this Section 2.06. Upon any reduction of 2.05, the Aggregate L/C Sublimit exceeds the aggregate Revolving Credit Commitments, the Commitment of each Lender L/C Sublimit shall be automatically reduced by such Lender’s Applicable Percentage the amount of such reduction amount. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such terminationexcess.

Termination or Reduction of Commitments. The Borrower Borrowers may, upon notice from the Company to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit, the Financial Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit, the Financial Letter of Credit Sublimit or the Swing Line Sublimit; provided that (ia) any such notice shall be received by the Administrative Agent not later than 11:00 p.m. 9:00 a.m. five Business Days prior to the date of termination or reduction, (iib) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iiic) the Borrower Borrowers shall not terminate or reduce (Ai) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, (Bii) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (iii) the Financial Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Financial Letter of Credit Sublimit, or (Civ) the Swing Line Sublimit if, after giving effect thereto and 70290124_9 to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit, and (d) if, after giving effect to any termination or reduction of the Aggregate Commitments, the Letter of Credit SublimitSublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Financial Letter of Credit Sublimit, Swing Line Sublimit or the Aggregate Commitments under this Section 2.06Commitments. Upon any Any reduction of the Aggregate Commitments, Commitments shall be applied to the Commitment of each Lender shall be reduced by such Lender’s according to its Applicable Percentage of such reduction amountPercentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. Any 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. Unless previously terminated, the Commitments shall terminate on the Maturity Date. The Borrower may, upon written notice to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (ia) any such notice shall must be received by the Administrative Agent not later than 11:00 p.m. five a.m., New York City time, three (3) Business Days prior to the date of termination or reduction, (iib) any such partial reduction shall will be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iiic) the Borrower shall will not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, (B) unless the Letter Total Outstandings consist solely of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully and the Borrower has concurrently Cash Collateralized hereunder would exceed the Letter Outstanding Amount of Credit Sublimit, or L/C Obligations and (Cd) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Letter of Credit Sublimit. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment Alternative Currency Sublimit, the Letter of each Lender Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such sublimit shall automatically be reduced by such Lender’s Applicable Percentage the amount of such reduction amountexcess. All fees accrued until Each notice delivered by the effective date Borrower pursuant to this Section 2.07 shall be irrevocable; provided that a notice of any termination of the Aggregate Commitments delivered by the Borrower may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of termination) if such condition is not satisfied and, in the case of such revocation, such termination will not be effective. Promptly following receipt of any notice pursuant to Section 2.07, the Administrative Agent will notify the Lenders of the details thereof. Any partial reduction of the Aggregate Commitments will be applied to the Commitment of each Lender according to its Applicable Percentage. Any termination or reduction of the Commitments shall be paid permanent. All Unused Commitment Fees accrued through the date of any termination or reduction of the Commitments (in the case of any reduction, in respect of the aggregate amount of the Commitments subject to such reduction) shall be payable on the effective date of such terminationtermination or reduction. Except as otherwise set forth above, the amount of any such Aggregate Commitment reduction will not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 p.m. a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Letter of Credit Sublimit. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower mayshall have the right, upon not less than three Business Days' notice to the Administrative Agent, to terminate the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or Overadvance Commitments and/or the Swing Line SublimitCustomer Commitments or, or from time to time permanently time, to reduce the Aggregate amount of the Revolving Credit Commitments, the Letter of Credit Sublimit or Overadvance Commitments and/or the Swing Line SublimitCustomer Commitments; provided that no such termination or reduction of (ix) any such notice Revolving Credit Commitments shall be received by the Administrative Agent not later than 11:00 p.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Credit Loans made on the effective date thereof, the Total Outstandings Revolving Extensions of Credit would exceed the Aggregate Total Revolving Credit Commitments, (By) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit Overadvance Commitments shall be permitted if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Letter of Credit Sublimit. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid Overadvance Loans made on the effective date thereof, the Total Overadvance Extensions of Credit would exceed the Total Overadvance Commitments or (z) Customer Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Customer Loans made on the effective date thereof, the Total Customer Extensions of Credit would exceed the Total Customer Commitments. Any such terminationreduction shall be in an amount equal to $500,000, or a whole multiple of $100,000 in excess thereof, and shall reduce permanently the Revolving Credit Commitments, Overadvance Commitments or Customer Commitments, as the case may be, then in effect."

Termination or Reduction of Commitments. Unless previously terminated, (i) each Term Commitment shall terminate at 5:00 p.m., New York City time, on the Closing Date, (ii) each Revolving Commitment shall terminate on the Maturity Date and (iii) the obligations of each L/C Issuer to issue, amend, renew or extend Letters of Credit shall terminate on the date on which the Aggregate Primary Revolving Commitments terminate or, if earlier, on the Letter of Credit Expiration Date. The Borrower Company may, upon written notice to the Administrative Applicable Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit Primary Revolving Commitments or the Swing Line SublimitAggregate Singapore Revolving Commitments, or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit Primary Revolving Commitments or the Swing Line SublimitAggregate Singapore Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Applicable Agent not later than 11:00 p.m. five a.m., Specified Time, three Business Days Days, in the case of the Primary Revolving Subfacility, or four Business Days, in the case of the Singapore Revolving Subfacility, prior to the date of termination or reduction, (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 thereof, (iii) the Borrower Company shall not terminate or reduce (A) the Aggregate Primary Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Primary Revolving Outstandings would exceed the Aggregate Primary Revolving Commitments, (Biv) the Letter of Credit Sublimit if, after giving effect thereto, Company shall not terminate or reduce the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit Aggregate Singapore Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans Total Singapore Revolving Outstandings would exceed the Aggregate Singapore Revolving Commitments and (v) if, after giving effect to any reduction of the Aggregate Primary Revolving Commitments, the Letter of Credit SublimitSublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Primary Revolving Commitments, such Sublimit shall be automatically reduced by the amount of such excess. Any such notice of the termination of the Aggregate Commitments may state that it is conditioned upon the occurrence of the events specified therein, in which case such notice may be revoked by the Company (by notice to the Applicable Agent prior to the specified date of effectiveness of such termination) if such condition is not satisfied. The Administrative Applicable Agent will promptly notify the applicable Revolving Lenders of any such notice of termination or reduction of the Aggregate Primary Revolving Commitments or the Aggregate Singapore Revolving Commitments. The amount of any such Aggregate Primary Revolving Commitment reduction shall not be applied to the Letter of Credit Sublimit, Swing Line Sublimit or unless otherwise specified by the Aggregate Commitments under this Section 2.06Company. Upon any Any reduction of the Aggregate Commitments, Primary Revolving Commitments or the Aggregate Singapore Revolving Commitments shall be applied to the Commitment of the applicable Class of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amountin accordance with its Share. All commitment fees accrued until on the amount of the Aggregate Primary Revolving Commitments or the Aggregate Singapore Revolving Commitments so terminated or reduced to the effective date of any such termination of the Aggregate Commitments shall be paid on the effective date of such terminationtermination or reduction.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 p.m. 8:00 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 and thereof, (iii) the Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Commitments, the Letter of Credit SublimitSublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender shall be reduced by such Lender’s according to its Applicable Percentage of such reduction amountPercentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate ABL Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, Sublimit or from time to time permanently reduce the Aggregate ABL Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that provided, that, (i) any such notice shall be received by the Administrative Agent not later than 11:00 p.m. five a.m. three (3) 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 and thereof, (iii) the Borrower Borrowers shall not terminate or reduce (A) the Aggregate AggregateABL Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings OutstandingsOutstanding Amount of the ABL Loans would exceed the Aggregate AggregateABL Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or and (C) the Swing Line Sublimit if, after giving effect thereto thereto, and to any concurrent prepayments payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Letter of Credit Sublimit. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Swing Line Sublimit, Swing Line Sublimit and (iiiiv) such notice delivered by the Lead Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements related to the incurrence of Indebtedness or the Aggregate Commitments under this Section 2.06. Upon any reduction consummation of another transaction, in which case such notice may be revoked by the Aggregate Commitments, Lead Borrower (by written notice to the Commitment of each Lender shall be reduced by Agent on or prior to the specified effective date) if such Lender’s Applicable Percentage of such reduction amount. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such terminationcondition is not satisfied.

Termination or Reduction of Commitments. (a) The Borrower mayshall have the right, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the Aggregate CommitmentsTranche A Commitments or, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently time, to reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 p.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 the Tranche A Commitments; provided, that no such termination or any whole multiple reduction of $1,000,000 in excess thereof and (iii) the Borrower Tranche A Commitments shall not terminate or reduce (A) the Aggregate Commitments be permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Tranche A Loans made on the effective date thereof, the Total Outstandings aggregate Tranche A Extensions of Credit of all Tranche A Lenders would exceed the Aggregate Commitments, (B) the Letter aggregate Tranche A Commitments 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 Sublimitall Tranche A Lenders. Any such reduction shall be in an amount equal to $10,000,000, or a whole multiple thereof, and shall reduce permanently the Tranche A Commitments then in effect. (Cb) The Borrower shall have the Swing Line Sublimit right, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the Tranche B Commitments or, from time to time, to reduce the aggregate amount of the Tranche B Commitments; provided, that no such termination or reduction of Tranche B Commitments shall be permitted if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Letter of Credit Sublimit. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid Tranche B Loans made on the effective date thereof, the aggregate Tranche B Extensions of Credit of all Tranche B Lenders would exceed the aggregate Tranche B Commitments of all Tranche B Lenders. Any such terminationreduction shall be in an amount equal to $10,000,000, or a whole multiple thereof, and shall reduce permanently the Tranche B Commitments then in effect.

Termination or Reduction of Commitments. (a) The Borrower Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate ABL Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, Sublimit or from time to time permanently reduce the Aggregate ABL Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that provided, that, (i) any such notice shall be received by the Administrative Agent not later than 11:00 p.m. five a.m. three (3) 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 and thereof, (iii) the Borrower Borrowers shall not terminate or reduce (A) the Aggregate ABL Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings Outstanding Amount of the ABL Loans would exceed the Aggregate ABL Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or and (C) the Swing Line Sublimit if, after giving effect thereto thereto, and to any concurrent prepayments payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Letter of Credit Sublimit. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Swing Line Sublimit, Swing Line Sublimit and (iv) such notice delivered by the Lead Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements related to the incurrence of Indebtedness or the Aggregate Commitments under this Section 2.06. Upon any reduction consummation of another transaction, in which case such notice may be revoked by the Aggregate Commitments, Lead Borrower (by written notice to the Commitment of each Lender shall be reduced by Agent on or prior to the specified effective date) if such Lender’s Applicable Percentage of such reduction amount. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such terminationcondition is not satisfied.

Termination or Reduction of Commitments. The Borrower Borrowers may, upon notice by SEI to the Administrative Agent, terminate the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate CommitmentsRevolving Credit Commitments (including, as determined by SEI, the Letter of Credit Sublimit or the Swing Line SublimitPR Borrowing Limit); provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 p.m. a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower Borrowers shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings then aggregate Outstanding Amount of all Revolving Loans, Swing Line Loans and L/C Obligations would exceed the Aggregate Revolving Credit Commitments, and (Biv) the Letter of Credit Sublimit if, after giving effect theretoto any reduction of the Aggregate Revolving Credit Commitments, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit ifor the PR Borrowing Limit (with respect to the Revolving Credit Facility) exceeds the amount of the Aggregate Revolving Credit Commitment, after giving effect thereto and to any concurrent prepayments hereunder, such sublimit or PR Borrowing Limit shall be automatically reduced by the Outstanding Amount amount of Swing Line Loans would exceed the Letter of Credit Sublimitsuch excess. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Letter of Aggregate Revolving Credit Sublimit, Swing Line Sublimit or the Aggregate Commitments under this Section 2.06Commitments. Upon any Any reduction of the Aggregate Commitments, Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Lender shall be reduced by such Lender’s according to its Applicable Percentage of such reduction amountRevolving Percentage. 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. The Borrower maymay at any time and from time to time, without penalty or premium (except as provided in Article III and with respect to breakage of Eurodollar Rate Loans), upon notice to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 p.m. a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of Five Million Dollars ($10,000,000 5,000,000) or any whole multiple of One Million Dollars ($1,000,000 1,000,000) in excess thereof and thereof, (iii) the Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (Biv) the Letter of Credit Sublimit if, after giving effect theretoto any reduction of the Aggregate Commitments, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, Sublimit or (C) the Swing Line Sublimit ifexceeds the amount of the Aggregate Commitments, after giving effect thereto and to any concurrent prepayments hereunder, such Sublimit shall be automatically reduced by the Outstanding Amount amount of Swing Line Loans would exceed the Letter of Credit Sublimitsuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Aggregate Commitments under this Section 2.06Commitments. Upon any Any reduction of the Aggregate Commitments, Commitments shall be applied to the Commitment of each Lender shall be reduced by such Lender’s according to its Applicable Percentage of such reduction amountPercentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. The Agent and each Lender party hereto hereby waive the requirements set forth in the first sentence of Section 2.06(a) of the Existing Credit Agreement with respect to the reduction of the Aggregate Commitments occurring on the Closing Date (including, for the avoidance of doubt, the requirement that Borrower deliver a notice with respect thereto).

Termination or Reduction of Commitments. The Borrower may, upon Upon at least ten (10) Business Days’ prior written notice to the Administrative Agent, the Lead Borrower may at any time in whole permanently terminate the Aggregate Total Commitments. In addition, upon at least five (5) Business Days’ prior written notice to the Administrative Agent, the Letter of Credit Sublimit or the Swing Line Sublimit, or from Lead Borrower may at any time to time in part permanently reduce the Aggregate Total Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any . Each such notice shall be received by the Administrative Agent not later than 11:00 p.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate the principal amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) 5,000,000; provided that the Borrower ​ ​ ​ ​ ​ ​ 73 ​ ​ ​ ​ Borrowers shall not terminate or reduce (A) the Aggregate Total Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings Credit Extensions outstanding would exceed the Aggregate Total Commitments, (B) the Letter sublimit for Letters of Credit Sublimit set forth in Section 2.1(a)(ii) if, after giving effect thereto, the Outstanding Amount Letter of L/C Obligations Credit Outstandings not fully Cash Collateralized cash collateralized hereunder would exceed the Letter of Credit Sublimitsuch sublimit, or and (C) the Swing Line Sublimit sublimit for Swingline Loans set forth in Section 2.6(a) hereof if, after giving effect thereto thereto, and to any concurrent prepayments payments hereunder, the Outstanding Amount outstanding amount of Swing Line Swingline Loans hereunder would exceed the Letter of Credit Sublimitsuch sublimit. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit SublimitIf, Swing Line Sublimit or the Aggregate Commitments under this Section 2.06. Upon after giving effect to any reduction of the Aggregate Total Commitments, the sublimit for Letters of Credit set forth in Section 2.1(a)(ii) hereof or the sublimit for Swingline Loans set forth in Section 2.6(a) hereof exceeds the amount of the Total Commitments, such sublimits shall be automatically reduced by the amount of such excess. Each such reduction or termination shall (i) be applied ratably to the Commitment of each Lender and (ii) be irrevocable when given. At the effective time of each such reduction or termination, the Borrowers shall pay to the Administrative Agent for application as provided herein (i) all Commitment Fees accrued on the amount of the Total Commitments so terminated or reduced through the date thereof, (ii) any amount by which the Credit Extensions outstanding on such date exceed the amount to which the Total Commitments are to be reduced by effective on such Lender’s Applicable Percentage of such reduction amount. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid date, in each case pro rata based on the effective date of such terminationamount prepaid, and (iii) any Breakage Costs, if applicable.

Termination or Reduction of Commitments. (a) The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate CommitmentsRevolving Credit Facilities, the U.S. Letter of Credit Sublimit or the U.S. Swing Line Sublimit, or from time to time permanently reduce the Aggregate CommitmentsRevolving Credit Facilities, the U.S. Letter of Credit Sublimit or the U.S. Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 p.m. a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower Company shall not terminate or reduce (A) the Aggregate Commitments Revolving Credit Facilities if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings U.S. Revolving Credit Outstandings, in the case of the U.S. Revolving Credit Facility, or the Total Alternative Revolving Credit Outstandings, in the case of the Alternative Revolving Credit Facility, would exceed the Aggregate Commitmentsrelevant Revolving Credit Facility, (B) the U.S. Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of any U.S. L/C Obligations not fully Cash Collateralized hereunder would exceed the U.S. Letter of Credit Sublimit, Sublimit or (C) the U.S. Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of any U.S. Swing Line Loans would exceed the Letter of Credit Sublimit. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, U.S. Swing Line Sublimit and (iv) if after giving effect to any reduction or the Aggregate termination of Revolving Credit Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment U.S. Letter of each Lender Credit Sublimit or the U.S. Swing Line Sublimit exceeds the U.S. Revolving Credit Facility, as applicable, at such time, the U.S. Letter of Credit Sublimit or the U.S. Swing Line Sublimit, as the case may be, shall be automatically reduced by such Lender’s Applicable Percentage the amount of such reduction amount. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such terminationexcess.

Termination or Reduction of Commitments. (a) The Borrower Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, Sublimit or from time to time permanently reduce the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 p.m. a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower Borrowers shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, any of the following would be true: (1) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (2) the Outstanding Amount of L/C Obligations owed with respect to Commercial Letters of Credit not fully Cash Collateralized hereunder would exceed the Commercial L/C Sublimit, or (3) the Outstanding Amount of L/C Obligations owed with respect to Standby Letters of Credit not fully Cash Collateralized hereunder would exceed the Standby L/C Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto thereto, and to any concurrent prepayments payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. (b) If, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess (with the Letter of Credit Sublimit being reduced pro rata between the Commercial L/C Sublimit and the Standby L/C Sublimit. ). (c) The Administrative Agent will promptly notify the Revolving Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Aggregate Revolving Commitments under this Section 2.062.06(c). Upon any reduction of the Aggregate Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Revolving Lender’s Applicable Percentage of such reduction amount. All fees (including, without limitation, commitment fees and Letter of Credit Fees) and interest in respect of the Aggregate Revolving Commitments accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. (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 Borrower Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, Sublimit or from time to time permanently reduce the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 p.m. a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower Borrowers shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total RevolvingRevolver Outstandings would exceed the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or and (C) the Swing Line Sublimit if, after giving effect thereto thereto, and to any concurrent prepayments payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. (b) If, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit. Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. (c) The Administrative Agent will promptly notify the Revolving Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Aggregate Revolving Commitments under this Section 2.06. Upon any reduction of the Aggregate Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Revolving Lender’s Revolving Applicable Percentage of such reduction amount. All fees (including, without limitation, commitment fees and Letter of Credit Fees) and interest in respect of the Aggregate Revolving Commitments accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. (d) The Term Commitment of each Term Lender shall automatically terminate upon such Term Lender’s funding of its portion of the Term Loan. (e) In connection with any reduction in the Revolving Commitments prior to the Maturity Date, if any Loan Party or any of its Subsidiaries owns any Margin Stock, Borrowers shall deliver to the Administrative Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrowers, together with such other documentation as -80- the Administrative Agent shall reasonably request, in order to enable the Agents, the Term Loan Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the FRB.

Termination or Reduction of Commitments. The Borrower mayshall have the right, upon not less than three Business Days' notice to the Administrative Agent, to (i) terminate the Aggregate CommitmentsRevolving Credit Commitments or, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently time, to reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 p.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 the Revolving Credit Commitments, provided that, no such termination or any whole multiple reduction of $1,000,000 in excess thereof and (iii) the Borrower Revolving Credit Commitments shall not terminate or reduce (A) the Aggregate Commitments be permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Credit Loans and Swing Line Loans made on the effective date thereof, the aggregate principal amount of the Total Outstandings Revolving Extensions of Credit would exceed the Aggregate Commitments, Total Revolving Credit Commitments or (Bii) terminate the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LaSalle L/C Obligations not fully Cash Collateralized hereunder would exceed Commitment or, from time to time, to reduce the Letter amount of Credit Sublimitthe LaSalle L/C Commitment, provided that, no such termination or (C) reduction of the Swing Line Sublimit LaSalle L/C Commitment shall be permitted if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount cancellation of Swing Line Loans would exceed the Letter LaSalle Letters of Credit Sublimit. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid made on the effective date thereof, the aggregate amount of the LaSalle L/C Obligations then outstanding would exceed the LaSalle L/C Commitment. Any such terminationreduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Revolving Credit Commitments or the LaSalle L/C Commitment, as the case may be, then in effect. Any such termination shall permanently terminate the Revolving Credit Commitments or the LaSalle L/C Commitment, as the case may be, then in effect.