Common use of Optional Clause in Contracts

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused portions of the Term Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative Currency, or from time to time permanently reduce the unused portions of the Term Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative Currency; provided that (i) any such notice shall be received by the Administrative Agent five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving 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 Alternative Currency Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect to such Alternative Currency. Each reduction in the Revolving Credit Commitments hereunder shall be made, at the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay to the Administrative Agent, in each case, for the account of the applicable Lenders, on the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term CommitmentsLoan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments or the Alternative Currency Sublimit with respect to under any Alternative CurrencyRevolving Tranche, or from time to time permanently reduce the unused portions of the Commitments under any Term CommitmentsLoan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments or the Alternative Currency Sublimit with respect to under any Alternative CurrencyRevolving Tranche; provided that (i) any such notice shall be received by the Administrative Agent five (5) three Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 500,000 or any whole multiple of $1,000,000 100,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Revolving Credit FacilityFacility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche, or (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit. Any such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), or in which case such notice may be revoked by the Borrower (C) the Alternative Currency Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect to such Alternative Currency. Each reduction in the Revolving Credit Commitments hereunder shall be made, at the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay by written notice to the Administrative AgentAgent on or prior to the specified effective date) if such condition is not satisfied. For the avoidance of doubt, in each case, for the account (i) upon termination of the applicable LendersAggregate Commitments and payment in full of all Obligations in cash and in immediately available funds (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) and the expiration without any pending drawing or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which arrangements satisfactory to the L/C Issuer that issued such Letters of Credit shall have been made), on this Agreement shall automatically terminate and the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reductionAdministrative Agent shall comply with Section 9.01(c) and Section 9.11.

Optional. The Borrower mayshall have the right, upon written not less than three (3) Business Days’ (or, four (4) Business Days’ (or five (5) Business Days’, in the case that any Loans denominated in Special Notice Currencies are then outstanding) in the case that any Loans denominated in Alternative Currencies are then outstanding) notice to the Administrative Agent, to terminate the unused portions of the Term CommitmentsAggregate Commitments or, the Letter of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative Currency, or from time to time permanently time, to reduce the unused portions Aggregate Commitments to an amount that is not less than the aggregate principal amount of the Term Commitments, the Letter of Credit Sublimit, the all outstanding Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative Currency; provided that (i) any Loans and Swingline Loans. Any such notice shall be received by the Administrative Agent five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of equal to $1,000,000 5,000,000 or any a whole multiple of $1,000,000 in excess thereof and shall reduce permanently the Aggregate Commitments then in effect; provided that no such reduction of Commitments shall reduce the Swingline Amount unless (iiii) otherwise specified by the Borrower or (ii) the Borrower Aggregate Commitments are reduced to an amount less than the Swingline Amount, in which case the Swingline Amount shall not terminate or reduce be reduced to an amount equal to the Aggregate Commitments (A) the Revolving Credit Facility if, after giving effect thereto and to such reduction). Upon receipt of any concurrent prepayments hereundersuch notice, the Total Revolving Credit Outstandings would exceed Administrative Agent shall promptly notify each Lender thereof. Any optional reduction of the Revolving 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 Alternative Currency Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect to such Alternative Currency. Each reduction in the Revolving Credit Aggregate Commitments hereunder shall be madeapplied to each Lender’s Commitment, at ratably according to its Commitment Percentage represented thereby. All fees accrued until the Borrower’s option, to effective date of any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay to the Administrative Agent, in each case, for the account termination of the applicable Lenders, Aggregate Commitments shall be paid on the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the effective date of such termination termination. Any such notice may be conditioned upon consummation of a refinancing transaction, disposition or reductionother transaction which is contemplated to result in prepayment of the Loans, in which event such notice may be revocable or conditioned upon such consummation.

Optional. The Borrower Borrowers may, upon written notice by the Borrower Representative (on behalf of the Borrowers) to the Administrative Agent, terminate the unused portions of the Commitments under any Term CommitmentsLoan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments or the Alternative Currency Sublimit with respect to under any Alternative CurrencyRevolving Credit Tranche, or from time to time permanently reduce the unused portions of the Commitments under any Term CommitmentsLoan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments or the Alternative Currency Sublimit with respect to under any Alternative CurrencyRevolving Credit Tranche; provided that (i) any such notice shall be received by the Administrative Agent five (5) Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 2,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof and (iii) the Borrower Borrowers shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Revolving Credit FacilityFacility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche, (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 Alternative Currency Swing Line Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Swing Line Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect Swing Line Sublimit. Any such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such Alternative Currency. Each reduction in notice may be revoked by the Revolving Credit Commitments hereunder shall be made, at the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay Representative (by written notice to the Administrative Agent, in each case, for Agent on or prior to the account of the applicable Lenders, on the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of specified effective date) if such termination or reductioncondition is not satisfied.

Optional. The Borrower Borrowers may, upon written notice by the Parent Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term CommitmentsLoan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments or the Alternative Currency Sublimit with respect to under any Alternative CurrencyRevolving Tranche, or from time to time permanently reduce the unused portions of the Commitments under any Term CommitmentsLoan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments or the Alternative Currency Sublimit with respect to under any Alternative CurrencyRevolving Tranche; provided that (i) any such notice shall be received by the Administrative Agent five (5) three Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 500,000 or any whole multiple of $1,000,000 100,000 in excess thereof and (iii) the Borrower Borrowers shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Revolving Credit FacilityFacility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche, or (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit. Any such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), or in which case such notice may be revoked by the Parent Borrower (C) the Alternative Currency Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect to such Alternative Currency. Each reduction in the Revolving Credit Commitments hereunder shall be made, at the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay by written notice to the Administrative AgentAgent on or prior to the specified effective date) if such condition is not satisfied. For the avoidance of doubt, in each case, for the account (i) upon termination of the applicable LendersAggregate Commitments and payment in full of all Obligations in cash and in immediately available funds (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) and the expiration without any pending drawing or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized), on this Agreement shall automatically terminate and the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reductionAdministrative Agent shall comply with Section 9.01(c) and Section 9.11.

Optional. The Borrower Borrowers may, upon written notice by the Borrower Representative (on behalf of the Borrowers) to the Administrative Agent, terminate the unused portions of the Commitments under any Term CommitmentsLoan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments or the Alternative Currency Sublimit with respect to under any Alternative CurrencyRevolving Tranche, or from time to time permanently reduce the unused portions of the Commitments under any Term CommitmentsLoan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments or the Alternative Currency Sublimit with respect to under any Alternative CurrencyRevolving Tranche; provided that (i) any such notice shall be received by the Administrative Agent five (5) Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 2,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof and (iii) the Borrower Borrowers shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Revolving Credit FacilityFacility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche, (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 Alternative Currency Swing Line Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Swing Line Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect Swing Line Sublimit. Any such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such Alternative Currency. Each reduction in notice may be revoked by the Revolving Credit Commitments hereunder shall be made, at the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay Representative (by written notice to the Administrative Agent, in each case, for Agent on or prior to the account of the applicable Lenders, on the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of specified effective date) if such termination or reductioncondition is not satisfied.

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term CommitmentsLoan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments or the Alternative Currency Sublimit with respect to under any Alternative CurrencyRevolving Tranche, or from time to time permanently reduce the unused portions of the Commitments under any Term CommitmentsLoan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments or the Alternative Currency Sublimit with respect to under any Alternative CurrencyRevolving Tranche; provided that (i) any such notice shall be received by the Administrative Agent five (5) three Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of (or an amount the amount of which is equal to) $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 Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche 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. Any such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), or in which case such notice may be revoked by the Borrower (C) the Alternative Currency Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect to such Alternative Currency. Each reduction in the Revolving Credit Commitments hereunder shall be made, at the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay by written notice to the Administrative AgentAgent on or prior to the specified effective date) if such condition is not satisfied. For the avoidance of doubt, in each case, for the account (i) upon termination of the applicable LendersAggregate Commitments and payment in full of all Obligations in cash and in immediately available funds (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) and the expiration without any pending drawing or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized), on this Agreement shall automatically terminate and the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reductionAdministrative Agent shall comply with Article IX.

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused portions of the Term CommitmentsRevolving Credit Facility, the Letter of Credit Sublimit, the Revolving Credit Commitments Sublimit or the Alternative Currency Sublimit with respect to any Alternative CurrencySwing Line Sublimit, or from time to time permanently reduce the unused portions of the Term CommitmentsRevolving Credit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit, the Revolving Credit Commitments in each case, in whole or the Alternative Currency Sublimit with respect in part, without premium or penalty and subject to any Alternative Currencypayments required under Section 3.05; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 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 Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving 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 Alternative Currency Swing Line Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Swing Line Loans denominated in such Alternative Currency would exceed the Alternative Currency Swing Line Sublimit. Notwithstanding anything to the contrary contained herein, any notice of termination may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit with respect to such Alternative Currency. Each reduction in or the Revolving Credit Commitments hereunder Facility under this Section 2.06. Upon any reduction of the Revolving Credit Commitments, the Revolving Credit Commitment of each Revolving Credit Lender shall be made, at the Borrowerreduced by such Lender’s option, to any Class of Applicable Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay to the Administrative Agent, in each case, for the account of the applicable Lenders, on the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date Percentage of such termination or reductionreduction amount.

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term CommitmentsLoan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments or the Alternative Currency Sublimit with respect to under any Alternative CurrencyRevolving Tranche, or from time to time permanently reduce the unused portions of the Commitments under any Term CommitmentsLoan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments or the Alternative Currency Sublimit with respect to under any Alternative CurrencyRevolving Tranche; provided that (i) any such notice shall be received by the Administrative Agent five (5) three Business Days (or such shorter period as the Blackstone Credit Representative and the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 500,000 or any whole multiple of $1,000,000 100,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Revolving Credit FacilityFacility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche, or (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit. Any such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), or in which case such notice may be revoked by the Borrower (C) the Alternative Currency Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect to such Alternative Currency. Each reduction in the Revolving Credit Commitments hereunder shall be made, at the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay by written notice to the Administrative AgentAgent on or prior to the specified effective date) if such condition is not satisfied. For the avoidance of doubt, in each case, for the account upon termination of the applicable LendersAggregate Commitments and payment in full of all Obligations in cash and in immediately available funds (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) and the expiration without any pending drawing or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized), on this Agreement shall automatically terminate and the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reductionAdministrative Agent shall comply with Section 9.01(c) and Section 9.11.

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused portions Commitments of the Term Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative CurrencyClass, or from time to time permanently reduce the unused portions Commitments of the Term Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative CurrencyClass; provided that (i) any such notice shall be received by the Administrative Agent five three (53) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof and (iii) the Borrower shall not terminate or reduce reduce, (A) the Revolving Credit Facility Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit FacilityCommitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of all L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, Sublimit or (C) the Alternative Currency Swingline Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit all Swingline Loans denominated in such Alternative Currency would exceed the Alternative Currency Swingline Sublimit; provided, further that upon any such partial reduction of the Letter of Credit Sublimit with respect to such Alternative Currency. Each reduction in or the Revolving Credit Commitments hereunder shall be madeSwingline Sublimit, at unless the Borrower’s option, the Administrative Agent and the relevant L/C Issuer or the Swingline Lender, as the case may be, otherwise agree, the commitment of each L/C Issuer or the Swingline Lender to issue Letters of Credit or extend Swingline Loans, as applicable, will be reduced proportionately by the amount of such reduction. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swingline Sublimit unless, after giving effect to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay to the Administrative Agent, in each case, for the account reduction of the applicable LendersCommitments, on the date Letter of each termination Credit Sublimit or reductionthe Swingline Sublimit, any fees on as the case may be, exceeds the amount of the Commitments so terminated or Revolving Credit Facility, in which case such sublimit shall be automatically reduced accrued to but excluding by the date amount of such excess. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing, which refinancing shall not be consummated or reductionotherwise shall be delayed.

Optional. The Borrower may, upon written notice to the Administrative Agent, elect to terminate the unused portions of the Term Revolving Credit Commitments, the Alternative Currency Sublimit or the Letter of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative Currency, or from time to time permanently reduce the unused portions of the Term Revolving Credit Commitments, the Alternative Currency Sublimit or the Letter of Credit Sublimit; provided, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative Currency; provided that (i) any such notice shall be received by the Administrative Agent five (5) not later than 2:00 p.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 5 million or any whole multiple of $1,000,000 1 million in excess thereof and (iii) the Borrower shall not elect to terminate or reduce (A) the Revolving Credit Facility Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings for the Revolving Credit Outstandings Facility (other than Letters of Credit that have been Cash Collateralized or otherwise subject to arrangements satisfactory to the applicable L/C Issuer) would exceed the Revolving Credit FacilityCommitments, (B) the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayment or Cash Collateralization of Alternative Currency Exposure attributable to L/C Obligations, the Alternative Currency Exposure (excluding Alternative Currency Exposure attributing to Letters of Credit denominated in a Permitted Additional L/C Currency) would exceed the Alternative Currency Sublimit or (C) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully (other than Letters of Credit that have been Cash Collateralized hereunder or otherwise subject to arrangements satisfactory to the applicable L/C Issuer) would exceed the Letter of Credit Sublimit, or (C) the Alternative Currency Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect to such Alternative Currency. Each reduction in the Revolving Credit Commitments hereunder shall be made, at the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay to the Administrative Agent, in each case, for the account of the applicable Lenders, on the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused portions of the Term CommitmentsRevolving Credit Facility, the Letter of Credit Sublimit, the Revolving Credit Commitments Sublimit or the Alternative Currency Sublimit with respect to any Alternative CurrencySwing Line Sublimit, or from time to time permanently reduce the unused portions of the Term CommitmentsRevolving Credit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit, the Revolving Credit Commitments in each case, in whole or the Alternative Currency Sublimit with respect in part, without premium or penalty and subject to any Alternative Currencypayments required under Section 3.05; provided that (i) any such notice shall be received by the Administrative Agent five (5) not later than 11:00 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 $1,000,000 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 Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving 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 Alternative Currency Swing Line Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Swing Line Loans denominated in such Alternative Currency would exceed the Alternative Currency Swing Line Sublimit. Notwithstanding anything to the contrary contained herein, any notice of termination may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit with respect to such Alternative Currency. Each reduction in or the Revolving Credit Commitments hereunder Facility under this Section 2.06. Upon any reduction of the Revolving Credit Commitments, the Revolving Credit Commitment of each Revolving Credit Lender shall be made, at the Borrowerreduced by such Lender’s option, to any Class of Applicable Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay to the Administrative Agent, in each case, for the account of the applicable Lenders, on the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date Percentage of such termination or reductionreduction amount.

Optional. The Borrower may, upon written notice (or telephonic notice promptly confirmed in writing) (an “Optional Termination/Reduction Notice”) to the Administrative Agent, terminate the unused portions of the Term Aggregate Revolving Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative Currency, or from time to time permanently reduce the unused portions of the Term Aggregate Revolving Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative Currency; provided that (i) any such notice Optional Termination/Reduction Notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 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 Credit Facility Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit FacilityCommitments, and (Biv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit ifexceeds the amount of the Aggregate Revolving Commitments, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the such Letter of Credit SublimitSublimit shall be automatically reduced by the amount of such excess. Each Optional Termination/Reduction Notice shall be irrevocable; provided, however, that any such Optional Termination/Reduction Notice may state that such Optional Termination/Reduction Notice is conditioned upon the effectiveness of other credit facilities or acquisitions or the receipt of net proceeds from the issuance of Equity Interests or incurrence of Indebtedness by the Borrower, in which case, such Optional Termination/Reduction Notice may be revoked by the Borrower giving written notice (Cor telephonic notice promptly confirmed in writing) to the Alternative Currency Sublimit with respect Administrative Agent on or prior to any Alternative Currency if, after giving effect thereto the date for prepayment specified in such Optional Termination/Reduction Notice if such condition is not satisfied (and to any concurrent prepayments hereunderfor the avoidance of doubt, the Outstanding Amount of Revolving Credit Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect to such Alternative Currency. Each reduction in the Revolving Credit Commitments hereunder shall be made, at the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay remain obligated pursuant to the terms of this Agreement for any cost, expense or loss (including those arising under Section 10.04) incurred by the Administrative Agent, any Lender, L/C Issuer or other Person in each case, for connection with any Optional Termination/Reduction Notice or revocation thereof). The Administrative Agent will promptly notify the account Revolving Lenders of any such notice of termination or reduction of the applicable Lenders, Aggregate Revolving Commitments. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the effective date of such termination or reductiontermination.

Optional. (i) The Borrower mayshall have the right, upon written at least five days’ irrevocable notice to the Administrative Agent, to terminate in whole or reduce ratably in part the unused portions portion of the Term Revolving Commitments; provided that each partial reduction of Revolving Commitments shall be in the minimum aggregate amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof (or such lesser amount as may then be outstanding); and provided, further, that the aggregate amount of the Revolving Commitments may not be reduced below the sum of the aggregate principal amount of the outstanding Revolving Advances plus the outstanding Swing Line Advances plus the Letter of Credit Sublimit, Exposure. Any reduction or termination of the Revolving Credit Commitments pursuant to this Section 2.04 shall be permanent, with no obligation of the Lenders to reinstate such Revolving Commitments, and the Commitment Fees shall thereafter be computed on the basis of the Revolving Commitments as so reduced. The Administrative Agent shall give each Lender prompt notice of any commitment reduction or the Alternative Currency Sublimit with respect to any Alternative Currency, or from time to time permanently reduce termination. (ii) The Borrower may terminate the unused portions amount of the Term CommitmentsRevolving Commitment of any Lender that is a Defaulting Lender upon not less than five days’ irrevocable notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the Letter provisions of Credit SublimitSection 2.17(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, the Revolving Credit Commitments interest, fees, indemnity or the Alternative Currency Sublimit with respect to any Alternative Currencyother amounts); provided that (i) any such notice no Event of Default shall have occurred and be received by the Administrative Agent five (5) Business Days prior to the date of termination or reductioncontinuing, and (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower termination shall not terminate be deemed to be a waiver or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to release of any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving 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 Alternative Currency Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect to such Alternative Currency. Each reduction in the Revolving Credit Commitments hereunder shall be made, at claim the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay to the Administrative Agent, in each casethe Issuing Bank, for the account of the applicable Lenders, on the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of Lender may have against such termination or reductionDefaulting Lender.

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused portions of the Term CommitmentsRevolving Credit Facility, the Letter of Credit Sublimit, the Revolving Credit Commitments Sublimit or the Alternative Currency Sublimit with respect to any Alternative CurrencySwing Line Sublimit, or from time to time permanently reduce the unused portions of the Term CommitmentsRevolving Credit Facility, the Letter of Credit Sublimit, the Revolving Credit Commitments Sublimit or the Alternative Currency Sublimit with respect to any Alternative CurrencySwing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent five (5) not later than 1:00 p.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving 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 Alternative Currency Swing Line Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Swing Line Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect to such Alternative CurrencySwing Line Sublimit. Each reduction in Notwithstanding the Revolving Credit Commitments hereunder shall be madeforegoing, at the Borrower’s option, to Borrower may rescind or postpone any Class notice of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay to the Administrative Agent, in each case, for the account of the applicable Lenders, on the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of if such termination would have resulted from a refinancing (or reductionpayment in full) of the Facilities, which refinancing (or other payment) shall not be consummated or otherwise shall be delayed.

Optional. (i) The Borrower may, upon written notice to the Administrative Agent, terminate the unused portions of the Term Commitments, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative CurrencyCommitments, or from time to time permanently reduce the unused portions of the Term Commitments, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative CurrencyCommitments; provided that (i) any such notice shall be received by the Administrative Agent five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 2,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof thereof, or, if less, the entire amount of the unused portions of the Term Commitments, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments in excess of the Outstanding Amount of all Term Loans, Revolving Credit Loans, L/C Obligations not fully Cash Collateralized or Swing Line Loans, as applicable, and (iii) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving 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 Alternative Currency Swing Line Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Swing Line Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect to such Alternative Currency. Each reduction in the Revolving Credit Commitments hereunder shall be made, at the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay Swing Line Sublimit. (ii) Notwithstanding anything to the Administrative Agentcontrary contained in this Agreement, in each case, for the account Borrower may rescind any notice of the applicable Lenders, on the date of each termination or reduction, any fees on reduction of commitments under Section 2.06(a)(i) if the amount of the Commitments so terminated or reduced accrued to but excluding the date of notice for such termination or reductionreduction of commitments is for the entire amount of commitments then outstanding under any or all of the Tranches and states that such notice was conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities).

Optional. The Borrower may, upon written notice to the Administrative Paying Agent, terminate the unused portions of the Term Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments Committed Currency Sublimit, the Committed L/C Currency Sublimit or the Alternative Currency Sublimit with respect to any Alternative Currencyunused Commitments, or from time to time permanently reduce the unused portions of the Term Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments Committed Currency Sublimit, the Committed L/C Currency Sublimit or the Alternative Currency Sublimit with respect to any Alternative Currencyunused Commitments; provided that (i) any such notice shall be received by the Administrative Paying Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 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 Revolving unused portions of the Letter of Credit Facility Sublimit, the Committed Currency Sublimit, the Committed L/C Currency Sublimit or the unused Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Revolving 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 Alternative Swing Line Sublimit, the Committed Currency Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, or the Outstanding Amount of Revolving Credit Loans denominated in such Alternative Currency would exceed the Alternative Committed L/C Currency Sublimit with respect to such Alternative Currency. Each reduction in the Revolving Credit Commitments hereunder shall be made, at the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay to the Administrative Agent, in each case, for the account of the applicable Lenders, on the date of each termination or reduction, any fees on exceeds the amount of the Commitments so terminated Revolving Credit Facility, such Letter of Credit Sublimit, Swing Line Sublimit, Committed Currency Sublimit or Committed L/C Currency Sublimit shall be automatically reduced accrued to but excluding by the date amount of such termination or reductionexcess.

Optional. The Lead Borrower may, upon written notice to the Administrative Agent, terminate the unused portions of Revolving Credit Facility, the Term Tranche 1 Revolving Credit Commitments, the Tranche 2 Revolving Credit Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments Sublimit or the Alternative Currency Sublimit with respect to any Alternative CurrencySwing Line Loan Sublimit, or from time to time permanently reduce the unused portions of Revolving Credit Facility, the Term Tranche 1 Revolving Credit Commitments, the Tranche 2 Revolving Credit Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments Sublimit or the Alternative Currency Sublimit with respect to any Alternative CurrencySwing Line Loan Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Lead Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (B) the Tranche 1 Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Tranche 1 Revolving Credit Exposure of all Tranche 1 Revolving Credit Lenders would exceed the Tranche 1 Revolving Credit Commitments, (C) the Tranche 2 Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Tranche 2 Revolving Credit Exposure of all Tranche 2 Revolving Credit Lenders would exceed the Tranche 2 Revolving Credit Commitments, (D) 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 the L/C Obligations held by Citibank not fully Cash Collateralized hereunder would exceed the Citibank L/C Sublimit or (CE) the Alternative Currency Swing Line Loan Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Swing Line Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect to such Alternative Currency. Each reduction in the Revolving Credit Commitments hereunder shall be made, at the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay to the Administrative Agent, in each case, for the account of the applicable Lenders, on the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reductionSwing Line Loan Sublimit.

Optional. The Initial Borrower may, upon written notice to the Administrative Agent, terminate the unused portions Commitments of the Term Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative CurrencyClass, or from time to time permanently reduce the unused portions Commitments of the Term Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative CurrencyClass; provided that (i) any such notice shall be received by the Administrative Agent five two (52) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof thereof, and (iii) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunderreduction of the Commitments, the Total Revolving Letter of Credit Outstandings would exceed Sublimit exceeds the amount of the Revolving Credit Facility, (B) such sublimit shall be automatically reduced by the amount of such excess. Except as provided above, the amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit if, after giving effect thereto, or the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed Swing Line Sublimit unless otherwise specified by the Letter of Credit Sublimit, or Initial Borrower. It is understood and agreed that (C1) the Alternative Currency Sublimit Initial Borrower may allocate any termination or reduction of Commitments among Classes of Commitments at its direction (including, for the avoidance of doubt, to the Commitments with respect to any Alternative Currency ifClass of Extended Revolving Credit Commitments without any termination or reduction of the Commitments with respect to any Existing Revolving Credit Commitments of the same Specified Existing Revolving Credit Commitment Class) and (2) in connection with the establishment on any date of any Extended Revolving Credit Commitments pursuant to Section 2.15, the Existing Revolving Credit Commitments of any one or more Lenders providing any such Extended Revolving Credit Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Revolving Credit Commitments so extended on such date or, if agreed by the Initial Borrower and the Lenders providing such Extended Revolving Credit Commitments, by any greater amount so long as the applicable Borrowers prepay the Existing Revolving Credit Loans of such Class owed to such Lenders providing such Extended Revolving Credit Commitments to the extent necessary to ensure that after giving effect thereto and to any concurrent prepayments hereundersuch repayment or reduction, the Outstanding Amount of Existing Revolving Credit Loans denominated in of such Alternative Currency would exceed Class are held by the Alternative Currency Sublimit with respect to Lenders of such Alternative Currency. Each reduction in the Revolving Credit Commitments hereunder shall be made, at the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders a pro rata basis in accordance with their Pro Rata Shares. The Borrower shall pay Existing Revolving Credit Commitments of such Class after giving effect to such reduction; provided that after giving effect to any such reduction and to the Administrative Agentrepayment of any Loans made on such date, the aggregate amount of the revolving credit exposure of any such Lender does not exceed the Existing Revolving Credit Commitment thereof (such revolving credit exposure and Revolving Credit Commitment being determined in each case, for the account avoidance of the applicable Lendersdoubt, on the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date exclusive of such termination or reductionLender’s Extended Revolving Credit Commitment and any exposure in respect thereof).

Optional. The Borrower Borrowers may, upon written notice by the Parent Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term CommitmentsLoan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments or the Alternative Currency Sublimit with respect to under any Alternative CurrencyRevolving Tranche, or from time to time permanently reduce the unused portions of the Commitments under any Term CommitmentsLoan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments or the Alternative Currency Sublimit with respect to under any Alternative CurrencyRevolving Tranche; provided that (i) any such notice shall be received by the Administrative Agent five (5) three Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) or any whole multiple of $1,000,000 100,000 (or the equivalent Dollar Amount) in excess thereof and (iii) the Borrower Borrowers shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility, Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche or (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit. Any such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), or in which case such notice may be revoked by the Parent Borrower (C) the Alternative Currency Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect to such Alternative Currency. Each reduction in the Revolving Credit Commitments hereunder shall be made, at the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay by written notice to the Administrative AgentAgent on or prior to the specified effective date) if such condition is not satisfied. For the avoidance of doubt, in each case, for upon the account occurrence of the applicable LendersTermination Date, on this Agreement shall automatically terminate and the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reductionAdministrative Agent shall comply with Section 9.01(c) and Section 9.11.

Optional. The Borrower may, upon written notice to the Administrative AgentAgent (which notice may, at the Borrower’s election, be conditioned upon the consummation of a refinancing, provided the Borrower shall compensate each Lender for any additional amounts required pursuant to Section 3.05 suffered as a result of any notice that is conditioned upon the consummation of a refinancing), (x) terminate the unused portions of the Term Aggregate Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative Currency, or from time to time permanently reduce the unused portions of the Term Commitments, the Letter of Credit Sublimit, the Revolving Credit Aggregate Commitments or (y) prior to the Alternative Currency Sublimit with respect to any Alternative CurrencyOriginal Maturity Date, terminate the Original Commitments; provided that (i) any such notice shall be received by the Administrative Agent five (5) not later than 11:00 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 $1,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower shall not (x) terminate or reduce (A) the Revolving Credit Facility Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving 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, Aggregate Commitments or (Cy) terminate the Alternative Currency Sublimit with respect to any Alternative Currency Original Commitments if, after giving effect thereto and to any concurrent prepayments hereunderhereunder (including pursuant to Section 2.06(c)), there would be any Total Outstandings in respect of the Original Commitments and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Outstanding Amount of Revolving Credit Loans denominated in such Alternative Currency would exceed the Alternative Currency Swing Line Sublimit with respect to such Alternative Currency. Each reduction in the Revolving Credit Commitments hereunder shall be made, at the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay to the Administrative Agent, in each case, for the account of the applicable Lenders, on the date of each termination or reduction, any fees on 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 Aggregate Commitments so terminated or reduced the Original Commitments. Any reduction of the Aggregate Commitments shall be applied to the Original Commitment and Extended Commitment of each Lender, ratably, according to its Applicable Percentage. All fees accrued to but excluding until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination or reductiontermination.

Optional. The Borrower Company may, upon written notice to the Administrative Agent, terminate the unused portions of Aggregate Revolving Credit Commitments, the Term CommitmentsAlternative Currency Sublimit, the Designated Non-U.S. Borrower Sublimit, the Letter of Credit Sublimit, the Revolving Credit Commitments Sublimit (or any L/C Issuer’s commitment thereunder) or the Alternative Currency Sublimit with respect to any Alternative CurrencySwing Line Sublimit, or from time to time permanently reduce the unused portions of Aggregate Revolving Credit Commitments, the Term CommitmentsAlternative Currency Sublimit, the Designated Non-U.S. Borrower Sublimit, the Letter of Credit Sublimit, the Revolving Credit Commitments Sublimit (or any L/C Issuer’s commitment thereunder) or the Alternative Currency Sublimit with respect to any Alternative CurrencySwing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction in the Aggregate Revolving Credit Commitments shall be in an aggregate amount of $1,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower Company shall not terminate or reduce (A) the Aggregate Revolving Credit Facility Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit FacilityCommitments, (B) the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Loans in Alternative Currencies would exceed the Alternative Currency Sublimit, (C) the Designated Non-U.S. Borrower Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Loans to Designated Borrowers that are not U.S. Borrowers would exceed the Designated Non-U.S. Borrower Sublimit, (D) the Letter of Credit Sublimit (or any L/C Issuer’s commitment thereunder) 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 the Outstanding Amount of L/C Obligations not fully Cash Collateralized of any L/C Issuer would exceed such L/C Issuer’s commitment under the Letter of Credit Sublimit).or (CE) the Alternative Currency Swing Line Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Swing Line Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect to such Alternative Currency. Each reduction in the Revolving Credit Commitments hereunder shall be made, at the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay to the Administrative Agent, in each case, for the account of the applicable Lenders, on the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reductionSwing Line Sublimit.

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions Commitments of the Term Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative CurrencyClass, or from time to time permanently reduce the unused portions Commitments of any Class, in each case without premium or penalty; provided that (a) the Revolving Commitments may be reduced (A) only if such reduction occurs concurrently with an extension of the Term Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit Maturity Date with respect to the Revolving Facility to a date determined by the Borrower in its sole discretion and (B) only in an amount that, together with the amount of any Alternative Currency; provided that voluntary prepayment (iand corresponding reduction of commitments) in respect of any Revolving Loans (as defined in the Existing Credit Agreement) made pursuant to Section 7.05(b)(6), does not exceed $37.5 million in the aggregate; (b) any such notice shall be received by the Administrative Agent five three (53) Business Days prior to the date of termination or reduction, , (iic) any such partial reduction shall be in an aggregate amount of $1,000,000 5.0 million or any whole multiple of $1,000,000 1.0 million in excess thereof and or, if less, the entire amount thereof, (iiid) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunderreduction of the Commitments, the Total Revolving Credit Outstandings would exceed the Revolving 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 Sublimit exceeds the Letter amount of Credit Sublimit, or (C) the Alternative Currency Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunderRevolving Facility, the L/C Sublimit shall be automatically reduced by the amount of such excess, and (e) prior to the Discharge of First Out Term Loans, Revolving Commitments may not be reduced to less than the aggregate then-Outstanding Amount of Revolving Credit Loans denominated in and L/C Obligations. Except as provided above, the amount of any such Alternative Currency would exceed Revolving Commitment reduction shall not be applied to the Alternative Currency L/C Sublimit with respect to such Alternative Currency. Each reduction in the Revolving Credit Commitments hereunder shall be made, at unless otherwise specified by the Borrower’s option. Notwithstanding the foregoing, to the Borrower may rescind or postpone any Class notice of Revolving Credit termination of any Commitments outstanding on if such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay to the Administrative Agent, in each case, for the account termination would have resulted from a refinancing of all of the applicable LendersFacility or other conditional event, on the date of each termination which refinancing or reduction, any fees on the amount of the Commitments so terminated other conditional event shall not be consummated or reduced accrued to but excluding the date of such termination or reductionshall otherwise be delayed.

Optional. The Borrower Borrowers may, upon written notice by the Company to the Administrative Agent, terminate the unused portions of the Term Aggregate (USD) Commitments, the Aggregate (MC) Commitments, the Alternative Currency Letter of Credit Sublimit, the Revolving Letter of Credit Commitments Sublimit or the Alternative Currency Sublimit with respect to any Alternative CurrencySwing Line Sublimit, or from time to time permanently reduce the unused portions of the Term Aggregate (USD) Commitments, the Aggregate (MC) Commitments, the Alternative Currency Letter of Credit Sublimit, the Revolving Letter of Credit Commitments Sublimit or the Alternative Currency Sublimit with respect to any Alternative CurrencySwing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent five (5) not later than 12:00 noon three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof and (iii) the Borrower Company shall not terminate or reduce (A) the Revolving Credit Facility Aggregate (USD) Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit (USD) Outstandings would exceed the Revolving Credit FacilityAggregate (USD) Commitments, (B) the Aggregate (MC) Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Outstanding Amount of all Committed (MC) Loans would exceed the Aggregate (MC) Commitments, (C) the Alternative Currency Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations with respect to Letters of Credit and Bankers’ Acceptances denominated in an Alternative Currency not fully Cash Collateralized hereunder would exceed the Alternative Currency Letter of Credit Sublimit, (D) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations with respect to Letters of Credit and Bankers’ Acceptances not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, Sublimit or (CE) the Alternative Currency Swing Line Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunderthereto, the Outstanding Amount of Revolving Credit Swing Line Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect to such Alternative Currency. Each reduction in the Revolving Credit Commitments hereunder shall be made, at the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay to the Administrative Agent, in each case, for the account of the applicable Lenders, on the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reductionSwing Line Sublimit.

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term CommitmentsLoan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments or the Alternative Currency Sublimit with respect to under any Alternative CurrencyRevolving Tranche, or from time to time permanently reduce the unused portions of the Commitments under any Term CommitmentsLoan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments or the Alternative Currency Sublimit with respect to under any Alternative CurrencyRevolving Tranche; provided that (i) any such notice shall be received by the Administrative Agent five (5) three Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) or any whole multiple of $1,000,000 100,000 (or the equivalent Dollar Amount) in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility, Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche or (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit. Any such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), or in which case such notice may be revoked by the Borrower (C) the Alternative Currency Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect to such Alternative Currency. Each reduction in the Revolving Credit Commitments hereunder shall be made, at the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay by written notice to the Administrative AgentAgent on or prior to the specified effective date) if such condition is not satisfied. For the avoidance of doubt, in each case, for upon the account occurrence of the applicable LendersTermination Date, on this Agreement shall automatically terminate and the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reductionAdministrative Agent shall comply with Section 9.01(c) and Section 9.11.

Optional. The Borrower mayIf responding to Part 1, upon written notice when completing Pricing Form 1 (Part 1) & Pricing Form 2 (Part 1), you direct TIPS to view additional, alternate, or supplemental pricing documentation, you may upload that Part 1 documentation. If responding to Part 1, the Vendor Agreement must be downloaded from the “Attachments” section of the IonWave eBid System, reviewed, Vendor Name placed in the line provided at the top, and uploaded to this location. If Vendor has proposed deviations to the Administrative AgentVendor Agreement (Part 1), terminate Vendor may assert so in the unused portions Attribute Questions and those shall be addressed during evaluation. If responding to Part 1 the Vendor Agreement Signature Form (Part 1) must be downloaded from the “Attachments” section of the Term CommitmentsIonWave eBid System, reviewed, properly completed, and uploaded to this location. If Vendor has proposed deviations to the Vendor Agreement (Part 1), Vendor may leave the signature line of this page blank and assert so in the Attribute Questions and those shall be addressed during evaluation. If proposing on Part 2, Vendor is required to upload a Bonding Capacity Letter from its surety, as described herein, at this location. Please see the attachment entitled "Instructions and Sample - Part 2 Required Bonding Capacity Letter" for complete instructions. . On Part 2, Vendor will be scored on the aggregate bonding capacity displayed in the accepted letter. Vendor must provide a current letter (issued on or after the first day of the month preceding the date on which the solicitation was posted) from its surety verifying Vendor’s bonding capacity as described herein. (Ex. if the solicitation/bid posted on February 4, 2022, the Letter of Credit Sublimitletter must be dated on or after January 1 2022. The letter must be issued from Vendor’s Surety companies, on surety company letterhead, must specify the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative Currency, or from time to time permanently reduce the unused portions maximum bonding capacity of the Term CommitmentsVendor, and must be signed by an authorized representative of the Letter of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect surety company. The issuing surety must be authorized to any Alternative Currency; provided that (i) any such notice shall be received by the Administrative Agent five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving 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 Alternative Currency Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect to such Alternative Currency. Each reduction do business in the Revolving Credit Commitments hereunder shall State of Texas and must be made, at listed on the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay to the Administrative Agent, in each case, for the account Department of the applicable Lenders, on the date Treasury's Listing of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reductionApproved Sureties (Department Circular 570).

Optional. The Borrower may, Representative shall have the right to terminate or reduce the aggregate unused amount of either Tranche of Commitments at any time and from time to time without penalty or premium upon not less than three (3) Business Days prior written notice to the Administrative Agent, terminate the unused portions Agent of the Term Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative Currency, or from time to time permanently reduce the unused portions of the Term Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative Currency; provided that (i) any each such notice shall be received by the Administrative Agent five (5) Business Days prior to the date of termination or reduction, (ii) which notice shall specify the effective date thereof, which Tranche of Commitments is being terminated or reduced and the amount of any such reduction (or, in the case of any termination in full of any Tranche of Commitments, such later notice as is reasonably acceptable to the Administrative Agent) (which in the case of any partial reduction of either Tranche of Commitments shall not be in an aggregate amount of less than $1,000,000 or any whole multiple 5,000,000 and integral multiples of $1,000,000 in excess thereof of that amount in the aggregate) and shall be irrevocable once given and effective only upon receipt by the Administrative Agent of any notice satisfying such requirements (iii) a “Commitment Reduction Notice”); provided, that any Commitment Reduction Notice may be conditioned upon the Borrower consummation of any financing or acquisition or similar transaction and, to the extent such condition is not satisfied by the effective date specified therein, such Commitment Reduction Notice may be revoked or the effective date specified therein may be delayed. Promptly after receipt of a Commitment Reduction Notice the Administrative Agent shall notify each Lender of the proposed termination or Commitment reduction. Without limitation of the provisions of Section 2.17., any Commitments, once reduced or terminated pursuant to this Section, may not terminate be increased or reduce (A) reinstated. The Borrowers shall pay all fees on the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving 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 Alternative Currency Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect Commitments subject to such Alternative Currency. Each termination or reduction in accrued to the Revolving Credit date of such reduction or termination of such Commitments hereunder shall be made, at the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay to the Administrative Agent, in each case, Agent for the account of the Lenders. Any reduction of a Tranche of Commitments shall be applied to the applicable Lenders, on the date Tranche of Commitments of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued Lender according to but excluding the date of such termination or reductionits Applicable Commitment Percentage.

Optional. The Borrower Company may, upon written notice to the Administrative Agent, terminate the unused portions of the Term CommitmentsRevolving Credit Facility, the Financial Letter of Credit Sublimit, the Revolving Credit Commitments Sublimit or the Alternative Currency Swing Line Sublimit with respect to any Alternative Currency, or from time to time permanently reduce the unused portions of the Term CommitmentsRevolving Credit Facility, the Financial Letter of Credit Sublimit, the Revolving Credit Commitments Sublimit or the Alternative Currency Sublimit with respect to any Alternative CurrencySwing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 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 Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (B) the Financial Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations with respect to Financial Letters of Credit not fully Cash Collateralized hereunder would exceed the Financial Letter of Credit Sublimit, or (C) the Alternative Currency Swing Line Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Swing Line Loans denominated in such Alternative Currency would exceed the Swing Line Sublimit, and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Financial Letter of Credit Sublimit, the Designated Borrower Sublimit with respect to such Alternative Currency. Each reduction in or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit 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 provided in this Section. The amount of any such reduction shall not be applied to the Alternative Currency Sublimit, the Financial Letter of Credit Sublimit or the Designated Borrower Sublimit unless otherwise specified by the Company. Any reduction of any Commitments hereunder shall be madeapplied to the applicable Commitment of each applicable Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of any applicable Facility or Commitments shall be paid on the effective date of such termination. To the extent practicable, at each partial reduction in the Borrower’s option, to any Class Financial Letter of Revolving Credit Commitments outstanding on such date Sublimit shall be allocated ratably among the applicable Lenders L/C Issuers in accordance with their Pro Rata Sharesrespective Letter of Credit Commitments with respect to Financial Letters of Credit (or as otherwise agreed among the Company and the L/C Issuers). The Borrower shall pay Notwithstanding the foregoing, if any such notice of complete termination indicates that such termination is to be funded with the Administrative Agentproceeds of a New Financing, in each case, for the account such notice of the applicable Lenders, complete termination may be revoked or delayed if such New Financing is not consummated on the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of specified in such termination or reductionnotice.

Optional. The Parent Borrower may, upon written notice to the Administrative Agent, terminate the unused portions Commitments of the Term Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative CurrencyClass, or from time to time permanently reduce the unused portions Commitments of the Term Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative CurrencyClass; provided that (i) any such notice shall be received by the Administrative Agent five three (53) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof and (iii) the Borrower Borrowers shall not terminate or reduce reduce, (A) the Revolving Credit Facility Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit FacilityLine Cap, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of all L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, Sublimit or (C) the Alternative Currency Swingline Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit all Swingline Loans denominated in such Alternative Currency would exceed the Alternative Currency Swingline Sublimit; provided, further, that, upon any such partial reduction of the Letter of Credit Sublimit with respect or the Swingline Sublimit, unless the Parent Borrower, the Administrative Agent and the relevant L/C Issuer or the Swingline Lender, as the case may be, otherwise agree, the commitment of each L/C Issuer or the Swingline Lender to issue Letters of Credit or extend Swingline Loans, as applicable, will be reduced proportionately by the amount of such Alternative Currencyreduction. Each The amount of any such Commitment reduction in shall not be applied to the Revolving Letter of Credit Commitments hereunder shall be madeSublimit or the Swingline Sublimit unless, at the Borrower’s option, after giving effect to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay to the Administrative Agent, in each case, for the account reduction of the applicable LendersCommitments, on the date Letter of each termination Credit Sublimit or reductionthe Swingline Sublimit, any fees on as the case may be, exceeds the amount of the Commitments so terminated or Revolving Credit Facility, in which case such sublimit shall be automatically reduced accrued to but excluding by the date amount of such excess. Notwithstanding the foregoing, the Parent Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing, which refinancing shall not be consummated or reductionotherwise shall be delayed.

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused portions of the Term CommitmentsRevolving Credit Facility, the Letter of Credit Sublimit, the Revolving Credit Commitments Sublimit or the Alternative Currency Sublimit with respect to any Alternative CurrencySwing Line Sublimit, or from time to time permanently reduce the unused portions of the Term CommitmentsRevolving Credit Facility, the Letter of Credit Sublimit, the Revolving Credit Commitments Sublimit or the Alternative Currency Sublimit with respect to any Alternative CurrencySwing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent five (5) not later than 11:00 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 $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 Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving 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 Alternative Currency Swing Line Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Swing Line Loans denominated in such Alternative Currency would exceed the Alternative Currency Letter of Credit Sublimit and (iv) any such notice of termination to be made in connection with respect to such Alternative Currency. Each reduction in the Revolving Credit Commitments hereunder shall be made, at the Borrower’s option, to any Class refinancing of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay to the Administrative Agent, in each case, for the account all of the applicable LendersFacilities with the proceeds of such refinancing or of any incurrence of Indebtedness, on may be, if expressly so stated to be, contingent upon the date consummation of each termination such refinancing or reduction, any fees on incurrence (provided that the amount failure to terminate or reduce as a result of the Commitments so terminated or reduced accrued to but excluding the date failure of such termination or reductioncontingency shall not relieve the Borrower from its obligations in respect thereof under Section 3.05).

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused portions of the Term Commitments, the Letter of Credit Sublimit, the Aggregate Revolving Credit Commitments Commitment or the Alternative Currency Sublimit with respect to any Alternative CurrencyAggregate Term Loan Commitment, or from time to time permanently reduce the unused portions of the Term Commitments, the Letter of Credit Sublimit, the Aggregate Revolving Credit Commitments Commitment or the Alternative Currency Sublimit with respect to any Alternative CurrencyAggregate Term Loan Commitment; provided that (ia) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (iib) any such partial reduction shall be in an aggregate amount of $1,000,000 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 Revolving Credit Facility Commitment if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit FacilityCommitment, (Bd) the Letter of Credit Sublimit if, after giving effect theretoto any reduction of the Revolving Credit Commitment, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Alternative Currency Sublimit with respect or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitment, such Sublimit shall be automatically reduced by the amount of such excess, and (e) the Borrower shall have no right to terminate or reduce any Alternative Currency if, after giving effect thereto Lender’s Term Loan Commitment prior to the Revolving Credit Facility Termination Date and (f) the Borrower shall have no right to any concurrent prepayments hereunderterminate or reduce the Tranche A-5 Term Loan Commitment without the written consent of the Tranche A-5 Term Loan Lender. Except as provided in the preceding sentence, the Outstanding Amount amount of any such Revolving Credit Loans denominated in such Alternative Currency would exceed Commitment reduction shall not be applied to the Alternative Currency Sublimit with respect to such Alternative Currency. Each reduction in or the Revolving Credit Commitments hereunder shall be made, at Swing Line Sublimit unless otherwise specified by the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay to the Administrative Agent, in each case, for the account of the applicable Lenders, on the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused portions Commitments of the Term Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative CurrencyClass, or from time to time permanently reduce the unused portions Commitments of the Term Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative CurrencyClass; provided that (i) any such notice shall be received by the Administrative Agent five at least three (53) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 500,000 or any whole multiple of $1,000,000 100,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunderreduction of the Working Capital RC Commitments, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (B) the Letter of Credit Sublimit ifor the Swing Line Sublimit exceeds the amount of the Working Capital RC Facility, after giving effect thereto, such sublimit shall be automatically reduced by the Outstanding Amount amount of L/C Obligations such excess. The amount of any such Working Capital RC Commitment reduction shall not fully Cash Collateralized hereunder would exceed be applied to the Letter of Credit SublimitSublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. At the time of any termination or reduction of the Pre-Funded RC Commitments, or the Administrative Agent shall request the Pre-Funded RC Deposit Bank to (Cand the Pre-Funded RC Deposit Bank agrees that it will promptly) withdraw from the Alternative Currency Sublimit with respect to any Alternative Currency if, after giving effect thereto Pre-Funded RC Deposit Account and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect to such Alternative Currency. Each reduction in the Revolving Credit Commitments hereunder shall be made, at the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay same over to the Administrative Agent, and the Administrative Agent shall return to the Pre-Funded RC Lenders (ratably in each case, for the account of the applicable Lenders, on the date of each termination accordance with their respective Pro Rata Shares) their Pre-Funded RC Deposits in an aggregate amount equal to such reduction or reduction, any fees on the amount of such Pre-Funded RC Commitment being terminated, as the case may be. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments so terminated or reduced accrued to but excluding the date of if such termination would have resulted from a refinancing in total of a Facility, which refinancing shall not be consummated or reductionotherwise shall be delayed.

Optional. The Borrower Borrowers may, upon written notice by the Company to the Administrative AgentAgent and without penalty or premium, terminate the unused portions of the Term Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments Sublimit or the Alternative Currency Sublimit with respect to any Alternative CurrencySwing Line Sublimit, or from time to time permanently reduce the unused portions of the Term Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments Sublimit or the Alternative Currency Sublimit with respect to any Alternative CurrencySwing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 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 Facility Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit FacilityCommitments, (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 Alternative Currency Swing Line Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Swing Line Loans denominated in such Alternative Currency would exceed the Alternative Currency Swingline Sublimit with respect and (iv) if, after giving effect to such Alternative Currency. Each any reduction in or termination of the Aggregate Revolving Credit Commitments hereunder shall be madeCommitments, at the Borrower’s option, to any Class Letter of Revolving Credit Commitments outstanding on such date ratably among Sublimit or the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay to the Administrative Agent, in each case, for the account of the applicable Lenders, on the date of each termination or reduction, any fees on Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit 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 Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments so terminated or reduced shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued to but excluding until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination or reductiontermination.

Optional. The Each Borrower may, upon written notice to no later than (I) 12:00 P.M. (New York City time) on the Administrative Agent, terminate the unused portions of the Term Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative Currency, or from time to time permanently reduce the unused portions of the Term Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative Currency; provided that (i) any such notice shall be received by the Administrative Agent five (5) third Business Days Day prior to the date of termination or reductionsuch prepayment consisting of Term Rate Advances denominated in Dollars, (iiII) 12:00 P.M. (New York City time) on the Business Day prior to the date of such prepayment consisting of Daily Simple SOFR Advances, (III) 12:00 P.M. (New York City time) on the fourth Business Day prior to the date of such prepayment consisting of Term Rate Advances denominated in any Foreign Currency or Alternative Currency Daily Rate Advances, and (IV) 12:00 P.M. (New York City time) on the date of such prepayment consisting of Base Rate Advances (which notice shall, in each case, be revocable by the applicable Borrower only to the extent that such prepayment notice stated that such prepayment was conditioned upon the effectiveness of other credit facilities or issuances of securities, in which case such notice may be revoked by the applicable Borrower (by written notice from the Company to the Agent on or prior to the specified effective date) if such condition to prepayment is or will not be satisfied) to the Agent stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given such Borrower shall, prepay the outstanding principal amount of the Term Advances comprising part of the same Term Borrowing, Revolving Credit Advances comprising part of the same Revolving Credit Borrowing or Swing Line Advances comprising part of the same Swing Line Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (x) each partial reduction prepayment shall be in an aggregate principal amount of (A) not less than $1,000,000 or any a whole multiple of $1,000,000 100,000 in excess thereof and (iii) in the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facilitycase of a Term Advance, (B) not less than the Letter Revolving Credit Borrowing Minimum or a Revolving Credit Borrowing Multiple in excess thereof in the case of Revolving 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, Advances or (C) not less than $500,000 or an integral multiple thereof in the Alternative Currency Sublimit with respect to case of Swing Line Advances and (y) in the event of any Alternative Currency ifsuch prepayment of a Term Rate Advance, after giving effect thereto and to any concurrent prepayments hereunderother than on the last day of an Interest Period thereunder, the Outstanding Amount of Revolving Credit Loans denominated in Borrower making such Alternative Currency would exceed the Alternative Currency Sublimit with respect to such Alternative Currency. Each reduction in the Revolving Credit Commitments hereunder prepayment shall be made, at obligated to reimburse the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay respect thereof pursuant to the Administrative Agent, in each case, for the account of the applicable Lenders, on the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reductionSection 9.04(c).

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused portions of Aggregate Revolving Credit Commitment, the Tranche A-5 Term Loan Commitment, the Tranche A-7 Term Loan Commitment or the Term Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative CurrencyLoan Working Capital Commitment, or from time to time permanently reduce the unused portions of Aggregate Revolving Credit Commitment, the Tranche A-5 Term Loan Commitment, the Tranche A-7 Term Loan Commitment or the Term Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative CurrencyLoan Working Capital Commitment; provided that (ia) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (iib) any such partial reduction shall be in an aggregate amount of $1,000,000 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 Revolving Credit Facility Commitment if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit FacilityCommitment, (Bd) the Letter of Credit Sublimit if, after giving effect theretoto any reduction of the Revolving Credit Commitment, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Alternative Currency Sublimit with respect exceeds the amount of the Aggregate Revolving Credit Commitment, such Sublimit shall be automatically reduced by the amount of such excess, (e) [reserved], (f) the Borrower shall have no right to any Alternative Currency ifterminate or reduce the Tranche A-5 Term Loan Commitment without the written consent of the Tranche A-5 Term Loan Lender and (g) the Borrower shall have no right to terminate or reduce the Tranche A-6 Term Loan Commitment prior to the Revolving Credit Facility Termination Date, after giving effect thereto and to any concurrent prepayments hereunderexcept the Aggregate Term Loan Working Capital Commitment as set forth in clause (ii) below. Except as provided in the preceding sentence, the Outstanding Amount amount of any such Revolving Credit Loans denominated in such Alternative Currency would exceed Commitment reduction shall not be applied to the Alternative Currency Sublimit with respect to such Alternative Currency. Each reduction in the Revolving Credit Commitments hereunder shall be made, at unless otherwise specified by the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay to the Administrative Agent, in each case, for the account of the applicable Lenders, on the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused portions of the Term CommitmentsRevolving Credit Facility, the Letter of Credit Sublimit, the Revolving Credit Commitments Subfacility or the Alternative Currency Sublimit with respect to any Alternative Currency, Swing Line Subfacility or from time to time permanently reduce the unused portions of the Term CommitmentsRevolving Credit Facility, the Letter of Credit Sublimit, the Revolving Credit Commitments Subfacility or the Alternative Currency Sublimit with respect to any Alternative CurrencySwing Line Subfacility; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Revolving Credit Facility shall be in an aggregate amount of $1,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof thereof, and (iii) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (B) the Letter of Credit Sublimit Subfacility if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, Subfacility or (C) the Alternative Currency Sublimit with respect to any Alternative Currency Swing Line Subfacility if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Swing Line Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect to Swing Line Subfacility. The Administrative Agent will promptly notify the Lenders of any such Alternative Currency. Each notice of termination or reduction in of the Revolving Credit Commitments hereunder Facility, the Letter of Credit Subfacility or the Swing Line Subfacility. Any reduction of the Revolving Credit Facility shall be made, at applied to the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay Commitment of each Revolving Credit Lender according to the Administrative Agentits Applicable Revolving Credit Percentage, in each case, for the account and upon any resulting reduction of the applicable LendersLetter of Credit Subfacility, the Letter of Credit Sublimit of each L/C Issuer shall be reduced on a pro rata basis. All fees accrued until the effective date of any termination of the Revolving Credit Facility shall be paid on the effective date of each such termination. Following any such termination or reduction, any fees on the amount of Administrative Agent may in its discretion replace the Commitments so terminated or reduced accrued to but excluding the date of existing Schedule 2.01 with an amended and restated schedule that reflects all such termination or reductionterminations and reductions.

Optional. The Borrower Company may, upon written notice to the Administrative Agent, terminate the unused portions of the Term CommitmentsRevolving Credit Facility, the Letter of Credit Sublimit, the Revolving Credit Commitments Sublimit or the Alternative Currency Sublimit with respect to any Alternative CurrencySwing Line Sublimit, or from time to time permanently reduce the unused portions of the Term CommitmentsRevolving Credit Facility, the Letter of Credit Sublimit, the Revolving Credit Commitments Sublimit or the Alternative Currency Sublimit with respect to any Alternative CurrencySwing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent five not later than 11:00 a.m. three (53) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 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 Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, ; (Biv) the Letter of Credit Sublimit if, after giving effect theretoto any reduction of the Revolving Credit Facility, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed Swing Line Sublimit, the Letter of Credit Sublimit, the Bid Loan Sublimit or (C) the Alternative Bid Loan Requested Currency Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect to such Alternative Currency. Each reduction in the Revolving Credit Commitments hereunder shall be made, at the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay to the Administrative Agent, in each case, for the account of the applicable Lenders, on the date of each termination or reduction, any fees on exceeds the amount of the Commitments so terminated Revolving Credit Facility, the Swing Line Sublimit, the Letter of Credit Sublimit, the Bid Loan Sublimit or the Bid Loan Requested Currency Sublimit, as the case may be, shall be automatically reduced by the amount of such excess; and (v) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Revolving Credit Commitment under this Section 2.07. Upon any reduction of the Revolving Credit Commitments, the Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by such Lender’s Applicable Revolving Credit Percentage of such reduction amount. All fees in respect of the Revolving Credit Facility accrued to but excluding until the effective date of any termination of the Revolving Credit Facility shall be paid on the effective date of such termination or reductiontermination.

Optional. The Borrower may, upon Upon at least one Business Day’s prior revocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent, terminate ’s Office (which notice the unused portions Administrative Agent shall promptly transmit to each of the Term Appropriate Lenders), the Parent Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the U.S. Revolving Credit Commitments, the Letter of Foreign Revolving Credit Commitments, any L/C Sublimit or any Swing Line Sublimit, in each case, in whole or in part (and such termination or reduction shall not be required to be pro rata as between the two Tranches of Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative Currency, or from time to time permanently reduce the unused portions of the Term Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative Currency); provided that (i) any such notice shall be received by the Administrative Agent five (5) Business Days prior to the date of termination or reductionreduction of Revolving Credit Commitments of any Tranche shall apply proportionately and permanently to reduce the Revolving Credit Commitments of each of the Lenders of such Tranche, (ii) any such partial reduction pursuant to this Section 4.2(a) shall be in an aggregate amount Dollar Amount in principal of $1,000,000 500,000 or any whole multiple of the Dollar Amount in principal of $1,000,000 100,000 in excess thereof and (iii) after giving effect to such termination or reduction and to any prepayments of the Borrower shall not terminate Revolving Credit Loans, the Swing Line Loans or reduce cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement (including pursuant to Section 5.2), (A) the each Lender’s U.S. Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Exposure shall not exceed its U.S. Revolving Credit Outstandings would exceed the Revolving Credit FacilityCommitment, (B) each Lender’s Foreign Revolving Credit Exposure shall not exceed its Foreign Revolving Credit Commitment, (C) the Letter L/C Sublimit with respect to the L/C Issuers, taken as a whole, shall not be greater than the Aggregate Revolving Credit Commitments, (D) the L/C Sublimit of Credit Sublimit if, after giving effect thereto, each L/C Issuer shall not be less than the Outstanding Amount of the Letters of Credit issued by such L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit SublimitIssuer, or (CE) the Alternative Currency U.S. Swing Line Sublimit with respect to any Alternative Currency ifshall not be greater than the aggregate U.S. Revolving Credit Commitments, after giving effect thereto and to any concurrent prepayments hereunder(F) the aggregate Foreign Swing Line Sublimit shall not be greater than the aggregate Foreign Revolving Credit Commitments, (G) the Outstanding Amount of Revolving Credit U.S. Swing Line Loans denominated in such Alternative Currency would shall not exceed the Alternative Currency U.S. Swing Line Sublimit with respect to such Alternative Currency. Each reduction in and (H) the Revolving Credit Commitments hereunder Outstanding Amount of Foreign Swing Line Loans shall be made, at not exceed the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay to the Administrative Agent, in each case, for the account of the applicable Lenders, on the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reductionForeign Swing Line Sublimit.

Optional. The Borrower maymay elect to prepay any of the Loans without penalty or premium except as set forth in Section 2.9 and after giving by 10:00 a.m. (Chicago, upon Illinois time) (i) in the case of Eurodollar Loans, at least three Business Days’ or (ii) in case of ABR Loans, one Business Day’s prior written notice to the Administrative AgentAgent stating the proposed date and aggregate principal amount of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Revolving Borrowing or portion thereof to be prepaid. Notwithstanding the foregoing, terminate the unused portions Borrower may (subject to payment to the Lenders of any applicable amounts under Section 2.9 hereof) rescind or postpone any notice to prepay any Loans if such repayment would have resulted from a refinancing of this Agreement, which refinancing shall not be consummated or shall otherwise be delayed. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the Term Commitmentscontents thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Revolving Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.7 and any break funding payments required by Section 2.9. If any such notice is given, the Letter of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative Currency, or from time to time permanently reduce the unused portions Borrower shall prepay Loans comprising part of the Term Commitmentssame Revolving Borrowing in whole or ratably in part in an aggregate principal amount equal to the amount specified in such notice, together with accrued interest to the Letter date of Credit Sublimitsuch prepayment on the principal amount prepaid and amounts, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect if any, required to any Alternative Currencybe paid pursuant to Section 2.9 as a result of such prepayment being made on such date; provided that (iA) any such notice shall be received by the Administrative Agent five (5) Business Days prior to the date each optional prepayment of termination or reduction, (ii) any such partial reduction Eurodollar Loans shall be in an aggregate a minimum amount not less than $500,000 and in multiple integrals of $1,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof and (iiiB) each optional prepayment of ABR Loans shall be in a minimum amount not less than $500,000 and in multiple integrals of $50,000 in excess thereof. Notwithstanding the foregoing, the Borrower may (subject to payment to the Lenders of any applicable amounts under Section 2.9 hereof) rescind or postpone any notice of prepayment under this Section 2.4(b) if such prepayment would have resulted from a refinancing of this Agreement, which refinancing shall not terminate be consummated or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving 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 Alternative Currency Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect to such Alternative Currency. Each reduction in the Revolving Credit Commitments hereunder shall otherwise be made, at the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay to the Administrative Agent, in each case, for the account of the applicable Lenders, on the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reductiondelayed.

Optional. (i) The Borrower Borrowers may, upon written notice to the Administrative Agent, terminate the unused portions of Multicurrency Revolving Credit Facility, the Term CommitmentsUS Dollar Revolving Credit Facility, the Letter of Credit Sublimit, the Revolving Credit Commitments Sublimit or the Alternative Currency Sublimit with respect to any Alternative CurrencySwing Line Sublimit, or from time to time permanently reduce the unused portions of the Term CommitmentsMulticurrency Revolving Credit Facility, US Dollar Revolving Credit Facility, the Letter of Credit Sublimit, the Revolving Credit Commitments Sublimit or the Alternative Currency Sublimit with respect to any Alternative CurrencySwing Line Sublimit; provided that (ix) any such notice shall be received by the Administrative Agent not later than 11:00 A.M. on the date that is five (5) Business Days prior to the date of termination or reduction, (iiy) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof and (iiiz) the Borrower Borrowers shall not terminate or reduce (A) the Multicurrency Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Multicurrency RCF Outstandings would exceed the Multicurrency Revolving Credit Facility, (B) the US Dollar Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total US Dollar RCF Outstandings would exceed the US Dollar Revolving Credit Facility (C) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (CD) the Alternative Currency Swing Line Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Swing Line Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect to such Alternative Currency. Each reduction in the Revolving Credit Commitments hereunder shall be madeSwing Line Sublimit. (ii) The Borrowers may, at the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay upon notice to the Administrative Agent, in each casefrom time to time prior to the Acquisition Funding Date permanently reduce the Term A-1 Facility, for the account of Term A-2 Facility, the applicable Lenders, Term A-3 Facility and the Term B Facility on a pro rata basis; provided that (x) any such notice shall be received by the Administrative Agent not later than 11:00 A.M. on the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued that is five Business Days prior to but excluding the date of such termination or reductionreduction and (y) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $500,000 in excess thereof.

Optional. The Borrower Company may, upon written notice to the Administrative Agent, terminate the unused portions of Aggregate Commitments, the Term CommitmentsAlternative Currency Sublimit, the Designated Non-U.S. Borrower Sublimit, the Letter of Credit Sublimit, the Revolving Credit Commitments Sublimit (or any L/C Issuer’s commitment thereunder) or the Alternative Currency Sublimit with respect to any Alternative CurrencySwing Line Sublimit, or from time to time permanently reduce the unused portions of Aggregate Commitments, the Term CommitmentsAlternative Currency Sublimit, the Designated Non-U.S. Borrower Sublimit, the Letter of Credit Sublimit, the Revolving Credit Commitments Sublimit (or any L/C Issuer’s commitment thereunder) or the Alternative Currency Sublimit with respect to any Alternative CurrencySwing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction in the Aggregate Commitments shall be in an aggregate amount of $1,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower Company shall not terminate or reduce (A) the Revolving Credit Facility Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit FacilityAggregate Commitments, (B) the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Loans in Alternative Currencies would exceed the Alternative Currency Sublimit, (C) the Designated Non-U.S. Borrower Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Loans to Designated Borrowers that are not U.S. Borrowers would exceed the Designated Non-U.S. Borrower Sublimit, (D) the Letter of Credit Sublimit (or any L/C Issuer’s commitment thereunder) 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 the Outstanding Amount of L/C Obligations not fully Cash Collateralized of any L/C Issuer would exceed such L/C Issuer’s commitment under the Letter of Credit Sublimit).or (CE) the Alternative Currency Swing Line Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Swing Line Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect to such Alternative Currency. Each reduction in the Revolving Credit Commitments hereunder shall be made, at the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay to the Administrative Agent, in each case, for the account of the applicable Lenders, on the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reductionSwing Line Sublimit.

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Commitments, Loan Tranche or terminate the Letter of Credit Sublimit, the Swingline Sublimit or the unused Revolving Credit Commitments or the Alternative Currency Sublimit with respect to under any Alternative CurrencyRevolving Tranche, or from time to time permanently reduce the unused portions of the Commitments under any Term Commitments, Loan Tranche or permanently reduce the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments or the Alternative Currency Sublimit with respect to under any Alternative CurrencyRevolving Tranche; provided that (i) any such notice shall be received by the Administrative Agent five three (53) Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Revolving Credit FacilityFacility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche, (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 Alternative Currency Swingline Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit outstanding Swingline Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect Swingline Sublimit. Any such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such Alternative Currency. Each reduction in notice may be revoked or delayed by the Revolving Credit Commitments hereunder shall be made, at the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay (by written notice to the Administrative Agent, in each case, for Agent on or prior to the account of the applicable Lenders, on the date of each termination specified effective date) if such condition is not satisfied or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reductiondelayed.

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused portions Commitments of the Term Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative CurrencyClass, or from time to time permanently reduce the unused portions Commitments of the Term Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative CurrencyClass; provided that (i) any such notice shall be received by the Administrative Agent five two (52) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof thereof, and (iii) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunderreduction of the Commitments, the Total Revolving Letter of Credit Outstandings would exceed Sublimit exceeds the amount of the Revolving Credit Facility, (B) such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit if, after giving effect thereto, or the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed Swing Line Sublimit unless otherwise specified by the Letter of Credit Sublimit, or Borrower. It being understood and agreed that (C1) the Alternative Currency Sublimit Borrower may allocate any termination or reduction of Commitments among Classes of Commitments at its direction (including, for the avoidance of doubt, to the Commitments with respect to any Alternative Currency ifClass of Extended Revolving Credit Commitments without any termination or reduction of the Commitments with respect to any Existing Revolving Credit Commitments of the same Specified Existing Revolving Credit Commitment Class) and (2) in connection with the establishment on any date of any Extended Revolving Credit Commitments pursuant to Section 2.15, the Existing Revolving Credit Commitments of any one or more Lenders providing any such Extended Revolving Credit Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Revolving Credit Commitments so extended on such date or, if agreed by the Borrower and the Lenders providing such Extended Revolving Credit Commitments, by any greater amount so long as the Borrower prepays the Existing Revolving Credit Loans of such Class owed to such Lenders providing such Extended Revolving Credit Commitments to the extent necessary to ensure that after giving effect thereto and to any concurrent prepayments hereundersuch repayment or reduction, the Outstanding Amount of Existing Revolving Credit Loans denominated in of such Alternative Currency would exceed Class are held by the Alternative Currency Sublimit with respect to Lenders of such Alternative Currency. Each reduction in the Revolving Credit Commitments hereunder shall be made, at the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders a pro rata basis in accordance with their Pro Rata Shares. The Borrower shall pay Existing Revolving Credit Commitments of such Class after giving effect to such reduction; provided that after giving effect to any such reduction and to the Administrative Agentrepayment of any Loans made on such date, the aggregate amount of the revolving credit exposure of any such Lender does not exceed the Existing Revolving Credit Commitment thereof (such revolving credit exposure and Revolving Credit Commitment being determined in each case, for the account avoidance of the applicable Lendersdoubt, on the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date exclusive of such termination or reductionLender’s Extended Revolving Credit Commitment and any exposure in respect thereof).

Optional. The Parent Borrower may, upon written notice to the Administrative Agent, (x) terminate the unused portions of the Term CommitmentsRevolving Credit Facility, the Letter of Credit Sublimit, the Revolving Credit Commitments Swing Line Sublimit or the Alternative Currency Sublimit with respect to any Alternative CurrencySublimit, or (y) from time to time permanently reduce the unused portions of the Term CommitmentsRevolving Credit Facility, the Letter of Credit Sublimit, the Revolving Credit Commitments Swing Line Sublimit or the Alternative Currency Sublimit with respect or (z) prior to any Alternative Currencythe Delayed Draw Termination Date, terminate or permanently reduce the Delayed Draw Term Facility; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof thereof, and (iii) the Parent Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit FacilityFacility (as so reduced), (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 SublimitSublimit (as so reduced), or (C) the Alternative Currency Swing Line Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit (as so reduced), (D) the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of all Revolving Credit Loans (including Swing Line Loans) denominated in such Alternative Currency Currencies would exceed the Alternative Currency Sublimit with respect to such Alternative Currency. Each reduction in (as so reduced), (E) the Revolving Credit Aggregate Dollar Tranche Commitments hereunder shall be madeif, at the Borrower’s option, after giving effect thereto and to any Class concurrent prepayments hereunder, the aggregate Outstanding Amount of Revolving Credit Dollar Tranche Loans would exceed the Aggregate Dollar Tranche Commitments outstanding on such date ratably among (as so reduced), or (F) the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay Aggregate Alternative Currency Tranche Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Administrative Agent, in each case, for aggregate Outstanding Amount of Alternative Currency Tranche Loans would exceed the account of the applicable Lenders, on the date of each termination or reduction, any fees on the amount of the Aggregate Alternative Currency Tranche Commitments (as so terminated or reduced accrued to but excluding the date of such termination or reductionreduced).

Optional. The Borrower Borrowing Agent may, upon written notice to the Administrative Agent, terminate the unused portions of the Term Aggregate USD Revolving Commitments, the Letter of Credit Sublimit, Aggregate Multi-Currency Revolving Commitments and/or the Aggregate Specified Currency Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative CurrencyCommitments, or from time to time permanently reduce the unused portions of the Term Aggregate USD Revolving Commitments, the Letter of Credit Sublimit, Aggregate Multi-Currency Revolving Commitments and/or the Aggregate Specified Currency Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative CurrencyCommitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower Borrowing Agent shall not terminate or reduce (A) the Aggregate USD Revolving Credit Facility Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total USD Revolving Credit Outstandings would exceed the Aggregate USD Revolving Credit FacilityCommitments, (Biv) the Letter of Credit Sublimit if, after giving effect thereto, Borrowing Agent 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 Alternative Aggregate Multi-Currency Sublimit with respect to any Alternative Currency Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Total Multi-Currency Revolving Credit Loans denominated in such Alternative Currency Outstandings would exceed the Alternative Aggregate Multi-Currency Sublimit with respect to such Alternative Currency. Each reduction in Revolving Commitments, (v) the Borrowing Agent shall not terminate or reduce the Aggregate Specified Currency Revolving Credit Commitments hereunder shall be madeif, at the Borrower’s option, after giving effect thereto and to any Class of concurrent prepayments hereunder, the Total Specified Currency Revolving Credit Commitments outstanding on such date ratably among Outstandings would exceed the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay Aggregate Specified Currency Revolving Commitments, and (vi) if, after giving effect to the Administrative Agent, in each case, for the account any reduction of the applicable LendersAggregate USD Revolving Commitments, on the date of each termination L/C-BA Sublimit or reduction, any fees on the Swing Line Sublimit exceeds the amount of the Commitments so terminated or Aggregate USD Revolving Commitments, the applicable sublimit shall be automatically reduced accrued to but excluding by the date amount of such termination or reductionexcess.

Optional. The Borrower may, upon written notice from time to time on any Business Day occurring after the Administrative Agent, terminate the unused portions time of the Term Commitmentsinitial Credit Extension hereunder, (a) voluntarily reduce the Swing Line Loan Commitment Amount, the Letter of Credit SublimitCommitment Amount, the Revolving Credit Commitments or Loan Commitment Amount (ratably in accordance with the Alternative Currency Sublimit with respect to any Alternative Currency, or from time to time permanently reduce the unused portions of the Term Commitments, the Letter of Credit SublimitRevolving A-1 Loan Commitment Amount, the Revolving Credit Commitments A-2 Loan Commitment Amount, the Other Revolving Loan Commitment Amount and the Designated Additional Revolving Loan Commitment Amount, as then in effect), the Term E Loan Commitment Amount or the Alternative Currency Sublimit with respect Term F Loan Commitment Amount or (b) voluntarily reduce the Revolving A-1 Loan Commitment Amount; provided, however, that all such reductions shall require at least three Business Days’ prior notice to any Alternative Currency; provided that (i) any such notice shall be received by the Administrative Agent five (5) Business Days prior to the date of termination or reductionand be permanent, (ii) and any such partial reduction of any Commitment Amount shall be in an aggregate a minimum amount of $1,000,000 or any whole and in an integral multiple of $1,000,000 in excess thereof 100,000. Any reduction of the Revolving Loan Commitment Amount which reduces the Revolving Loan Commitment Amount below the sum of (i) the Swing Line Loan Commitment Amount and (iii) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (Bii) the Letter of Credit Sublimit if, after giving effect thereto, Commitment Amount shall result in an automatic and corresponding reduction of the Outstanding Swing Line Loan Commitment Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the and/or Letter of Credit Sublimit, or Commitment Amount (C) as directed by the Alternative Currency Sublimit Borrower in a notice to the Administrative Agent delivered together with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount notice of Revolving Credit Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect to such Alternative Currency. Each voluntary reduction in the Revolving Loan Commitment Amount) to an aggregate amount not in excess of the Revolving Loan Commitment Amount, as so reduced, without any further action on the part of the Swing Line Lender or the Issuer; provided that if after giving effect to such reduction the outstanding Revolving Loan Commitments are greater than zero, then, in such manner as the Borrower and the Administrative Agent shall agree (it being understood that the Borrower and the Administrative Agent will use commercially reasonable efforts to avoid the prepayment or assignment of any LIBO Rate Loan on a day other than the last day of the Interest Period applicable thereto), (x) the Revolving Lenders shall assign and assume outstanding Revolving Loans and participations in outstanding Letters of Credit Commitments hereunder so as to cause the amounts of such Revolving Loans and participations in Letters of Credit held by each Revolving Lender to conform to the respective Percentages of the Revolving Loan Commitment of the Revolving Lenders and (y) concurrently with such assignments and assumptions, all such Revolving Loans that are assumed by the Revolving Lenders of any Tranche shall be made, at the Borrower’s option, automatically converted to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay to the Administrative Agent, in each case, for the account of the applicable Lenders, on the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date Loans of such termination or reductionTranche.

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused portions of the Term Commitments, the Letter of Credit Sublimit, the Aggregate Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative CurrencySwing Line Sublimit, or from time to time permanently reduce the unused portions of the Term Commitments, the Letter of Credit Sublimit, the Aggregate Revolving Credit Commitments or the Alternative Currency Sublimit with respect to Swing Line Sublimit, in each case, of any Alternative CurrencyClass; provided that (i) any such notice shall be received by the Administrative Agent five (5) not later than 11:00 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 $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 Revolving Credit Facility Commitments of any Class if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings Loan Outstanding of such Class would exceed the Aggregate Revolving Credit FacilityCommitments of such Class, provided that a notice of termination of the Aggregate Revolving Credit Commitments delivered by the Borrower may state that such notice is conditioned upon (Bi) the Letter effectiveness of another credit facility or the closing of a securities offering or (ii) a Change of Control, in which case such notice may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (provided further that the failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section 3.05). The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Sublimit Commitments, and (iv) 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 Alternative Currency Swing Line Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect to such Alternative Currency. Each reduction in the Revolving Credit Commitments hereunder shall be made, at the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay to the Administrative Agent, in each case, for the account of the applicable Lenders, on the date of each termination or reduction, any fees on exceeds the amount of the Commitments so terminated or Aggregate Revolving Credit Commitments, such Swing Line Sublimit shall be automatically reduced accrued to but excluding by the date amount of such termination or reductionexcess.

Optional. (i) The Borrower may, upon at least one Business Day’s irrevocable written notice in the case of Base Rate Advances and three Business Days’ irrevocable written notice in the case of Eurodollar Rate Advances, in each case in substantially the form attached hereto as Exhibit D hereto (a “Prepayment Notice”) to the Administrative Agent, terminate Agent stating the unused portions proposed date and aggregate principal amount of the Term Commitmentsprepayment and, if such Prepayment Notice is given, the Letter of Credit SublimitBorrower shall, prepay the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative Currency, or from time to time permanently reduce the unused portions outstanding aggregate principal amount of the Term CommitmentsAdvances composing part of the same Borrowing, the Letter of Credit Sublimitin whole or ratably in part, the Revolving Credit Commitments or the Alternative Currency Sublimit together with respect to any Alternative Currency; provided that (i) any such notice shall be received by the Administrative Agent five (5) Business Days prior accrued and unpaid interest to the date of termination or reductionsuch prepayment on the aggregate principal amount prepaid; provided, however, that (ii1) any such each partial reduction prepayment shall be in an aggregate principal amount of $1,000,000 or any whole an integral multiple of $1,000,000 500,000 in excess thereof, (2) each prepayment shall be without premium or penalty, and (3) if any prepayment of a Eurodollar Rate Advance is made on a date other than the last day of an Interest Period for such Advance, the Borrower shall also pay any amounts owing pursuant to Section 12.03(c). (ii) Each voluntary or optional prepayment of the Term Advances shall be applied pro rata to the Term Advances and, with respect to each Term Facility, to the remaining scheduled amortization payments and the payments at final maturity as directed by the Borrower or, in the absence of such direction, on a pro rata basis to the remaining scheduled amortization payments and the payments at final maturity. Each voluntary or optional prepayment of the Working Capital Advances shall be applied to prepay any Working Capital Advances then outstanding until such Advances are paid in full. Each voluntary or optional prepayment of the LC Facility Advances shall be applied first to prepay any LC Facility Advances then outstanding until such Advances are paid in full; and second to Cash Collateralize LC Facility Letter of Credit Obligations. Considering each Senior Secured Facility being prepaid separately, any prepayment thereof and shall be applied first to Base Rate Advances to the fullest extent thereof before any application to Eurodollar Rate Advances, in each case in a manner which minimizes the amount of any payments to be made by the Borrower pursuant to Section 12.03(c). (iii) the Borrower shall not terminate or reduce Notice required to be given under this Section 2.04(a) (A) must be given by 12:00 P.M. (New York City time) on the Revolving Credit Facility if, after giving effect thereto date required and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (B) the Letter of Credit Sublimit ifmay be given in writing or by telephone, after giving effect theretoprovided, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimithowever, or (C) the Alternative Currency Sublimit with respect to any Alternative Currency ifthat if notice is given by telephone, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Loans denominated it must be promptly confirmed in such Alternative Currency would exceed the Alternative Currency Sublimit with respect to such Alternative Currency. Each reduction in the Revolving Credit Commitments hereunder shall be made, at the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay writing to the Administrative Agent, Agent in a Prepayment Notice (and the Administrative Agent will promptly transmit such telephonic or original notice by telecopier or telephone to each case, for the account of the applicable Lenders, on the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reductionAppropriate Lender).

Optional. (i) The Borrower may, upon written notice to the Administrative Agent, terminate the unused portions Commitments of the Term Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative CurrencyClass, or from time to time permanently reduce the unused portions Commitments of the Term Commitmentsany Class, the Letter of Credit Sublimit, the Revolving Credit Commitments in each case without premium or the Alternative Currency Sublimit with respect to any Alternative Currencypenalty; provided that (iA) any such notice shall be received by the Administrative Agent five (5) Business Days prior to not later than 12:00 p.m., New York City time, on the date such of termination or reduction, reduction and (iiB) any such partial reduction shall be in an a minimum aggregate amount of $1,000,000 1,000,000, or any whole multiple of $1,000,000 500,000, in excess thereof and or, if less, the entire amount thereof. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the applicable Facility or any other transaction, which refinancing or other transaction shall not be consummated or otherwise shall be delayed. (iiiii) the The Borrower shall not terminate or reduce (A) the Revolving Credit Facility Commitments if, after giving effect thereto and to any concurrent prepayments hereunderprepayment of the Revolving Loans in accordance with Section 2.05, the Total Utilization of Revolving Credit Outstandings Commitments would exceed the total Revolving Credit Facility, Commitments or (B) the Letter of Credit Sublimit if, after giving effect thereto, (1) the Outstanding Amount Letter of L/C Obligations Credit Usage not fully Cash Collateralized hereunder at 103% of the maximum face amount of any such Letters of Credit would exceed the Letter of Credit Sublimit, or (C2) the Alternative Currency Sublimit Letter of Credit Usage with respect to Letters of Credit issued by an applicable Issuing Bank not fully Cash Collateralized hereunder at 103% of the maximum face amount of any Alternative Currency ifsuch Letters of Credit would exceed the amount of such Issuing Bank’s Letter of Credit Percentage of the Letter of Credit Sublimit or (3) the Swing Line Sublimit, if after giving effect thereto and to any concurrent prepayments hereunderpayment of Swing Line Loans in accordance with Section 2.06, the Outstanding Amount Total Utilization of Revolving Credit Commitments with respect to Swing Line Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect to Swing Line Sublimit. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such Alternative Currency. Each reduction in the Revolving Credit Commitments hereunder shall be made, at the Borrower’s option, to any Class termination would have resulted from a refinancing of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay to the Administrative Agent, in each case, for the account all or a portion of the applicable LendersFacility, on the date of each termination which refinancing shall not be consummated or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reductionotherwise shall be delayed.

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused portions of the Term CommitmentsRevolving Credit Facility, the Financial/Commercial Letter of Credit Sublimit, the Revolving Credit Commitments Sublimit or the Alternative Currency Sublimit with respect to any Alternative CurrencySwing Line Sublimit, or from time to time permanently reduce the unused portions of the Term CommitmentsRevolving Credit Facility, the Financial/Commercial Letter of Credit Sublimit, the Revolving Credit Commitments Sublimit or the Alternative Currency Sublimit with respect to any Alternative CurrencySwing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 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 Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments and Cash Collateralization of L/C Obligations hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (B) the Financial/Commercial Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations with respect to all Financial Letters of Credit and Commercial Letters of Credit not fully Cash Collateralized hereunder would exceed the Financial/Commercial Letter of Credit Sublimit, Sublimit or (C) the Alternative Currency Swing Line Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Swing Line Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect Swing Line Sublimit, (iv) if, after giving effect to such Alternative Currency. Each any reduction in or termination of the Aggregate Revolving Credit Commitments, the Financial/Commercial Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such sublimit shall be automatically reduced by the amount of such excess and (v) any notice of termination or reduction of the Commitments, the Financial/Commercial Letter of Credit Sublimit or the Swing Line Sublimit delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other transactions specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction provided in this Section. Any reduction of any Commitments hereunder shall be madeapplied to the applicable Commitment of each applicable Lender according to its Applicable Percentage. To the extent practicable, at each partial reduction in the Borrower’s option, to any Class Financial/Commercial Letter of Revolving Credit Commitments outstanding on such date Sublimit shall be allocated ratably among the applicable Lenders L/C Issuers in accordance with their Pro Rata Sharesrespective Letter of Credit Commitments with respect to Financial Letters of Credit and Commercial Letters of Credit (or as otherwise agreed among the Borrower and the L/C Issuers). The Borrower All fees accrued until the effective date of any termination of any applicable Facility or Commitments shall pay be paid on the effective date of such termination. Notwithstanding the foregoing, if any such notice of complete termination indicates that such termination is to be funded with the Administrative Agentproceeds of a New Financing, in each case, for the account such notice of the applicable Lenders, complete termination may be revoked or delayed if such New Financing is not consummated on the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of specified in such termination or reductionnotice.

Optional. The Borrower Timken may, upon written notice to the Administrative AgentPaying Agent by Timken, terminate the unused portions of the Term Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments Committed Currency Sublimit, the Committed L/C Currency Sublimit or the Alternative Currency Sublimit with respect to any Alternative Currencyunused Commitments, or from time to time permanently reduce the unused portions of the Term Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments Committed Currency Sublimit, the Committed L/C Currency Sublimit or the Alternative Currency Sublimit with respect to any Alternative Currencyunused Commitments; provided that (i) any such notice shall be received by the Administrative Paying Agent five (5) not later than 11:00 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 $1,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower Timken shall not terminate or reduce (A) the Revolving unused portions of the Letter of Credit Facility Sublimit, the Committed Currency Sublimit, the Committed L/C Currency Sublimit or the unused Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Revolving 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 Alternative Swing Line Sublimit, the Committed Currency Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, or the Outstanding Amount of Revolving Credit Loans denominated in such Alternative Currency would exceed the Alternative Committed L/C Currency Sublimit with respect to such Alternative Currency. Each reduction in the Revolving Credit Commitments hereunder shall be made, at the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay to the Administrative Agent, in each case, for the account of the applicable Lenders, on the date of each termination or reduction, any fees on exceeds the amount of the Commitments so terminated Revolving Credit Facility, such Letter of Credit Sublimit, Swing Line Sublimit, Committed Currency Sublimit or Committed L/C Currency Sublimit shall be automatically reduced accrued to but excluding by the date amount of such excess; provided further that such notice may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by Timken (by notice to the Co-Administrative Agents on or prior to the specified termination or reductiondate) if such condition is not satisfied.

Optional. The (i) From and after the Restatement Effective Date, the Borrower may, upon written notice to the Administrative Agent, : (A) terminate the unused portions of the Term Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative CurrencyFacility, or from time to time permanently reduce the unused portions of the Term Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative CurrencyFacility; provided that (i) any such notice shall be received by the Administrative Agent not later than 10:00 a.m. five (5) Business Days prior to the date of termination or reduction, ; (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof; (iii) the Borrower shall not terminate or reduce the Facility if, after giving effect thereto and to any concurrent prepayments and posting of Cash Collateral hereunder, the Total Outstandings would exceed the Facility; and (Aiv) if, after giving effect to any reduction of the Facility, the Letter of Credit Sublimit exceeds the amount of the Facility, the Letter of Credit Sublimit shall be automatically reduced by the amount of such excess; or (B) permanently reduce the Commitment of any Lender that assumes the Commitment of another Lender pursuant to Section 10.13; provided that (v) the Revolving Credit Facility amount of such reduction shall not exceed the amount of the Commitment assumed by such Lender pursuant to Section 10.13; (vi) the Borrower shall not reduce any such Commitment if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility; and (vii) if, after giving effect to any such reduction of the Facility, (B) the Letter of Credit Sublimit ifexceeds the amount of the Facility, 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 Alternative Currency Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect to such Alternative Currency. Each reduction in the Revolving Credit Commitments hereunder shall be made, at the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay to the Administrative Agent, in each case, for the account of the applicable Lenders, on the date of each termination or reduction, any fees on automatically reduced by the amount of such excess; or (ii) The Administrative Agent will promptly notify the Commitments so terminated Lenders of any such notice of termination or reduced reduction of any Commitment under clause (i)(A) above, and shall notify each applicable Lender of any such notice of termination or reduction of any Commitment under clause (i)(B) above. Any reduction of any Commitment under clause (i)(A) above, shall be applied to the Commitment of each Lender according to its Applicable Percentage, and any reduction of any Commitment under clause (i)(B) above, shall be applied solely to the Commitment of the Lender that assumed the Commitment pursuant to Section 10.13. All fees accrued to but excluding until the effective date of any termination of any Commitment shall be paid on the effective date of such termination or reductiontermination.

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused portions of the Term CommitmentsRevolving Credit Facility, the Letter of Credit Sublimit, the Revolving Credit Commitments Subfacility or the Alternative Currency Sublimit with respect to any Alternative CurrencySwing Line Subfacility, or from time to time permanently reduce the unused portions of the Term CommitmentsRevolving Credit Facility, the Letter of Credit Sublimit, the Revolving Credit Commitments Subfacility or the Alternative Currency Sublimit with respect to any Alternative CurrencySwing Line Subfacility; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (Ax) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (By) the Letter of Credit Sublimit Subfacility if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit SublimitSubfacility, or (Cz) the Alternative Currency Sublimit with respect to any Alternative Currency Swing Line Subfacility if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Swing Line Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect to such Alternative CurrencySwing Line Subfacility. Each reduction in The Administrative Agent will promptly notify the Revolving Credit Commitments hereunder Lenders of any such notice of termination or reduction of the Revolving Credit Facility, Letter of Credit Subfacility or Swing Line Subfacility. Any reduction of the Revolving Credit Facility shall be made, at applied to the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay Commitment of each Revolving Credit Lender according to the Administrative Agentits Applicable Revolving Credit Percentage, in each case, for the account and upon any resulting reduction of the applicable LendersLetter of Credit Subfacility, the Letter of Credit Sublimit of each L/C Issuer shall be reduced on a pro rata basis. All fees accrued until the effective date of any termination of the Revolving Credit Facility shall be paid on the effective date of each such termination. Following any such termination or reduction, any fees on the amount of Administrative Agent may in its discretion replace the Commitments so terminated or reduced accrued to but excluding the date of existing Schedule 2.01 with an amended and restated schedule that reflects all such termination or reductionterminations and reductions.

Optional. (i) The Borrower may, upon written notice to the Administrative Agent, terminate the unused portions of the Term Commitments, the Letter of Credit Sublimit, the Swing Line Sublimit or the unused Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative CurrencyCommitments, or from time to time permanently reduce the unused portions of the Term Commitments, the Letter of Credit Sublimit, the Swing Line Sublimit or the unused Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative CurrencyCommitments; provided that (i) any such notice shall be received by the Administrative Agent five (5) three Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 2,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the any Tranche of Revolving Credit Facility Commitments if, after giving effect thereto and to any concurrent prepayments hereunderhereunder and reallocations pursuant to 2.03(l), the Total Revolving Credit Outstandings allocable to such Tranche would exceed the Revolving Credit FacilityCommitments in respect of such Tranche, (B) the Swing Line Sublimit if, after giving effect thereto, the Outstanding Amount of Swing Line Loans, when combined with all other outstanding Revolving Credit Loans, would exceed the Revolving Credit Commitment or (C) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit. (ii) Any such notice of termination or reduction of commitments pursuant to Section 2.06(a)(i) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), or in which case such notice may be revoked by the Borrower (C) the Alternative Currency Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect to such Alternative Currency. Each reduction in the Revolving Credit Commitments hereunder shall be made, at the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay by written notice to the Administrative Agent, in each case, for the account of the applicable Lenders, Agent on or prior to 2:00 p.m. (New York City time) on the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of specified effective date) if such termination or reductioncondition is not satisfied.

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused portions of the Term Revolving Credit Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments Sublimit or the Alternative Currency Sublimit with respect to any Alternative CurrencySwing Line Sublimit, or from time to time permanently reduce the unused portions of the Term Revolving Credit Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments Sublimit or the Alternative Currency Sublimit with respect to any Alternative CurrencySwing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent five (5) not later than 11:00 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 $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 Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving 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 Alternative Currency Swing Line Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Swing Line Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit Letter of Credit Sublimit, (iv) any such notice of termination to be made in connection with any refinancing of all of the Facilities with the proceeds of such refinancing or of any incurrence of Indebtedness, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence (provided that the failure to terminate or reduce as a result of the failure of such contingency shall not relieve the Borrower from its obligations in respect to such Alternative Currency. Each thereof under Section 3.05) and (v) any reduction in the of Revolving Credit Commitments hereunder (including termination to $0) shall be mademade on a pro rata basis across all Classes of Revolving Credit Commitments, at except to the Borrower’s option, to extent that any Class of Revolving Credit Commitments outstanding on such date ratably among established pursuant to an Additional Credit Extension Amendment provides that it is entitled to less than pro rata treatment; provided that any reduction of Revolving Credit Commitments as a result of the applicable Lenders in accordance with their Pro Rata Shares. The Borrower establishment of Replacement Revolving Credit Commitments shall pay be applied solely to the Administrative Agent, in each case, for the account of the applicable Lenders, on the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reductionReplaced Revolving Credit Commitments.

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused portions of the Term Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative CurrencyDelayed Draw Term Commitments, or from time to time permanently reduce the unused portions of the Term Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative CurrencyDelayed Draw Term Commitments; provided that (i) any such notice shall be received by the Administrative Agent five three (53) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $1,000,000 in excess thereof thereof, and (iii) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, or (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Alternative Currency Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect to such Alternative Currency. Each termination or reduction in the Revolving Credit Commitments hereunder or Delayed Draw Term Commitments under this Section 2.06(a) shall be made, at the Borrower’s option, to any Class of Revolving Credit Commitments or Delayed Draw Term Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata SharesShares of such Class. The Borrower shall pay to the Administrative Agent, in each case, for the account of the applicable Lenders, on the date of each termination or reduction, any fees on the amount of the Revolving Credit Commitments or Delayed Draw Term Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Optional. (i) The Borrower may, upon written notice to the Administrative Agent, terminate the unused portions of the Term Commitments, the Letter of Credit Sublimit, the Swingline Sublimit or the unused Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative CurrencyCommitments, or from time to time permanently reduce the unused portions of the Term Commitments, the Letter of Credit Sublimit, the Swingline Sublimit or the unused Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative CurrencyCommitments; provided that (i) any such notice shall be received by the Administrative Agent five three (53) Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the any Tranche of Revolving Credit Facility Commitments if, after giving effect thereto and to any concurrent prepayments hereunderhereunder and reallocations pursuant to Section 2.03(l), the Total Revolving Credit Outstandings allocable to such Tranche would exceed the Revolving Credit FacilityCommitments in respect of such Tranche, (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 Alternative Currency Swingline Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunderthereto, the Outstanding Amount of Revolving Credit Swingline Loans denominated in such Alternative Currency outstanding hereunder would exceed the Alternative Currency Sublimit with respect Swingline Sublimit. (ii) Any such notice of termination or reduction of commitments pursuant to Section 2.06(a)(i) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such Alternative Currency. Each reduction in notice may be revoked by the Revolving Credit Commitments hereunder shall be made, at the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay (by written notice to the Administrative Agent, in each case, for the account of the applicable Lenders, Agent on or prior to 2:00 p.m. (New York City time) on the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of specified effective date) if such termination or reductioncondition is not satisfied.

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused portions of the Term Commitments, the Letter of Credit Sublimit, the Aggregate Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative Currencyaggregate Term Loan Commitments, or from time to time permanently reduce the unused portions of the Term Commitments, the Letter of Credit Sublimit, the Aggregate Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative Currencyaggregate Term Loan Commitments; provided that (i) any such notice shall be received by the Administrative Agent five (5) not later than 11:00 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 $1,000,000 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 Credit Facility Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit FacilityCommitments, and (Biv) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit if, after giving effect thereto, or the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Swing Line Sublimit, or (C) the Alternative Currency Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect to such Alternative Currency. Each reduction in the Revolving Credit Commitments hereunder shall be made, at the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay to the Administrative Agent, in each case, for the account of the applicable Lenders, on the date of each termination or reduction, any fees on exceeds the amount of the Aggregate Revolving Credit Commitments, such sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Appropriate Lenders of any such notice of termination or reduction of any Commitments. Any reduction of the Aggregate Revolving Credit Commitments so terminated or reduced shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Percentage of the Revolving Credit Facility. Any reduction of the aggregate Term Loan Commitments shall be applied to the Term Loan Commitment of each Term Loan Lender according to its Applicable Percentage of the Term Loan Facility. All fees accrued to but excluding until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination or reductiontermination.

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Term Commitments, the Letter of Credit Sublimit, the Swingline Sublimit or the unused Revolving Credit Commitments or the Alternative Currency Sublimit with respect to under any Alternative CurrencyRevolving Tranche, or from time to time permanently reduce the unused portions of the Term Commitments, the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments or the Alternative Currency Sublimit with respect to under any Alternative CurrencyRevolving Tranche; provided that (i) any such notice shall be received by the Administrative Agent five three (53) Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 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 Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Revolving Credit FacilityFacility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche, (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 Alternative Currency Swingline Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit outstanding Swingline Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect Swingline Sublimit. Any such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such Alternative Currency. Each reduction in notice may be revoked or delayed by the Revolving Credit Commitments hereunder shall be made, at the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay (by written notice to the Administrative Agent, in each case, for Agent on or prior to the account of the applicable Lenders, on the date of each termination specified effective date) if such condition is not satisfied or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reductiondelayed.

Optional. The Borrower may, upon Upon at least two (2) Business Days’ prior written notice to the Administrative Agent, terminate the unused portions of the Term Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to Borrower may at any Alternative Currencytime (i) in whole permanently terminate, or from time to time in part permanently reduce the unused portions of the Term Commitmentsreduce, the Letter of Credit Sublimit, the Unused Total Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative Currency; provided that (i) any such notice shall be received by the Administrative Agent five (5) Business Days prior to the date of termination or reductionCommitment, (ii) any in whole permanently terminate, or from time to time in part permanently reduce, the Term Letter of Credit Deposit Amount, provided that immediately after giving effect thereto, the Term Letter of Credit Deposit Amount shall not be less than the Term Letter of Credit Outstandings or (iii) during the Term Availability Period, in whole permanently terminate, or from time to time in part permanently reduce, the Total Tranche B Commitment or the Total Tranche C Commitment. Each such partial reduction of the Unused Total Revolving Credit Commitment, the Term Letter of Credit Deposit Amount, the Total Tranche B Commitment or the Total Tranche C Commitment shall be in an aggregate the principal amount of $1,000,000 5,000,000 or any whole integral multiple of $1,000,000 in excess thereof and (iii) thereof. Any reduction or termination, as applicable, of the Borrower shall not terminate or reduce (A) the Unused Total Revolving Credit Facility ifCommitment pursuant to this Section 2.12 shall be deemed to be a reduction or termination, after giving effect thereto and to any concurrent prepayments hereunderas applicable, in the amount of such reduction or termination of the Total Revolving Credit Outstandings would exceed Commitment and shall be applied pro rata to reduce the Revolving Credit FacilityCommitment of each Revolving Credit Lender. Any reduction or termination, (B) as applicable, of the Letter Total Tranche B Commitment or the Total Tranche C Commitment pursuant to this Section 2.12 shall be applied pro rata to reduce the Tranche B Commitment or the Tranche C Commitment of each Term Loan Lender, as the case may be. Simultaneously with each reduction or termination, as applicable, of the Unused Total Revolving Credit Sublimit if, after giving effect theretoCommitment, the Outstanding Amount of L/Total Tranche B Commitment or the Total Tranche C Obligations not fully Cash Collateralized hereunder would exceed Commitment, as the Letter of Credit Sublimitcase may be, or (C) the Alternative Currency Sublimit with respect pursuant to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunderthis Section 2.12, the Outstanding Amount of Revolving Credit Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect to such Alternative Currency. Each reduction in the Revolving Credit Commitments hereunder shall be made, at the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay to the Administrative Agent, in each case, Agent for the account of each Revolving Credit Lender the applicable LendersCommitment Fee, on and for the date account of each termination or reductionTranche B Lender and Tranche C Lender the Ticking Fee (if any), any fees accrued on the amount of the Commitments Unused Revolving Credit Commitment, the ▇▇▇▇▇▇▇ ▇ Commitment and the Tranche C Commitment, as applicable, of such Lender so terminated or reduced accrued to but excluding through the date of such termination or reductionthereof.

Optional. (i) The Borrower may, upon written notice to the Administrative Agent, terminate the unused portions of the Term Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to at any Alternative Currency, time or from time to time permanently reduce the unused portions voluntarily prepay Term Loans of the Term Commitmentsany Class, the Letter of Credit Sublimit, the Revolving Credit Commitments Loans of any Class and Non-Extended Synthetic L/C Loans in whole or the Alternative Currency Sublimit with respect to any Alternative Currencyin part without premium or penalty, except as expressly provided in Section 2.05(a)(vi); provided that (A) (i) any no prepayment of the Extended Dollar Revolving Credit Loans shall be made pursuant to this paragraph unless the remaining Extended 2012 Dollar Revolving Credit Loans, if any, shall be prepaid at least ratably, and (ii) no prepayment of the 2015 Dollar Revolving Credit Loans shall be made pursuant to this paragraph unless the remaining Extended 2012 Dollar Revolving Credit Loans and Extended Dollar Revolving Credit Loans, if any, shall be prepaid at least ratably, (B) (i) no prepayment of the Extended Alternative Currency Revolving Credit Loans shall be made pursuant to this paragraph unless the remaining Extended 2012 Alternative Currency Revolving Credit Loans, if any, shall be prepaid at least ratably and (ii) no prepayment of the 2015 Alternative Currency Revolving Credit Loans shall be made pursuant to this paragraph unless the remaining Extended 2012 Alternative Currency Revolving Credit Loans and the Extended Alternative Currency Revolving Credit Loans, if any, shall be prepaid at least ratably, (C) no prepayment of the Tranche S Term Loans shall be made pursuant to this paragraph unless (1) the Extended Synthetic L/C Commitments are reduced in a like amount and (2) the Non-Extended Synthetic L/C Commitments are reduced at least ratably and (D) prepayments of Non-Extended Synthetic L/C Loans shall comply with clause (v) below; provided further that (1) such notice shall must be received by the Administrative Agent five not later than 12:00 p.m. (5New York, New York time or London, England time in the case of Loans denominated in an Alternative Currency) (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four (4) Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in an Alternative Currency and (C) on the date of termination or reduction, prepayment of Base Rate Loans; (ii2) any such partial reduction prepayment of Eurocurrency Rate Loans shall be in an aggregate a principal amount of (x) $1,000,000 2,500,000 or any a whole multiple of $1,000,000 500,000 in excess thereof and (iii) in the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facilitycase of Tranche B Dollar Term Loans, (By) €2,500,000 or a whole multiple of €500,000 in excess thereof in the Letter case 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, Euro Term Loans or (C) the Alternative Currency Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Loans denominated in such Euros or (z) £2,500,000 or a whole multiple of £500,000 in excess thereof in the case of Alternative Currency would exceed Revolving Credit Loans denominated in Sterling; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding (it being understood that Base Rate Loans shall be denominated in Dollars only). Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of principal of, and interest on, Alternative Currency Sublimit with respect Revolving Credit Loans shall be made in the relevant Alternative Currency (even if the Borrower is required to such Alternative Currencyconvert currency to do so). Each reduction in prepayment of the Revolving Credit Commitments hereunder Loans pursuant to this Section 2.05(a) shall be made, at paid to the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Appropriate Lenders in accordance with their respective Pro Rata Shares. . (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall pay be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. All Swing Line Loans shall be denominated in Dollars only. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) or 2.05(a)(ii) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (iv) Each voluntary prepayment of Term Loans of any Class pursuant to this Section 2.05(a) shall be applied to repayments thereof required pursuant to Section 2.07 as directed by the Borrower. (v) Voluntary prepayments of Non-Extended Synthetic L/C Loans made other than in connection with a corresponding reduction of the Non-Extended Synthetic L/C Commitments shall be made to the Administrative Agent, in each case, which shall promptly remit the same to the Credit-Linked Deposit Account for the ratable account of the applicable LendersNon-Extended Synthetic L/C Lenders (it being understood that, thereafter, such amounts will be available to reimburse the Synthetic L/C Issuer in accordance with Section 2.03); provided that no such prepayment and remittance to the Credit-Linked Deposit Account may be made unless the Borrower shall simultaneously make a ratable deposit in the Tranche S Collateral Account. (vi) If, prior to the first anniversary of the Subsequent Pricing Increase Effective Date, (i) all or any portion of the Term Loans are prepaid out of the proceeds of a substantially concurrent issuance or incurrence of Indebtedness and the All-In Yield with respect to such Indebtedness is less than the All-In Yield (as determined on the date of each termination or reduction, any fees on the amount same basis) of the Commitments Term Loans or (ii) a Term Loan Lender must assign its Term Loans pursuant to Section 3.07 as a result of its failure to consent to an amendment that would reduce (as determined by the Administrative Agent) the All-In Yield then in effect with respect to such Term Loans, then in each case the aggregate principal amount so terminated prepaid or reduced accrued assigned will be subject to but excluding a fee payable by the date Borrower, in each case equal to 1.0% of the principal amount thereof; provided that no such termination fee shall be payable by the Borrower if such prepayment or reductionassignment occurs on or after August 23, 2014.

Optional. The Borrower may, upon written from time to time on any Business Day occurring after the time of the initial Borrowing hereunder, voluntarily reduce the amount of any Commitment Amount; provided, however, that all such reductions shall require at least three Business Days' prior notice to the Administrative Agent, terminate the unused portions Agent and specifying whether such reduction is a permanent reduction or whether it is in connection with a redesignation of a portion of the Term CommitmentsActive Revolving Loan Commitment Amount or the Inactive Revolving Loan Commitment Amount, whether, if permanent, the Letter of Credit Sublimit, reduction relates to the Active Revolving Credit Commitments Loan Commitment Amount or the Alternative Currency Sublimit Inactive Revolving Loan Commitment Amount, and the amount by which such Commitment Amount is being reduced or redesignated which amount shall be limited as follows: (a) with respect to any Alternative Currency, reduction or from time to time permanently reduce the unused portions redesignation of the Term CommitmentsActive Revolving Loan Commitment Amount, (i) if such reduction is a permanent reduction, such reduction shall be in a minimum amount of $5,000,000 and in increments of $1,000,000, and (ii) if such reduction is a redesignation by the Letter Borrower of Credit Sublimita portion of the Active Revolving Loan Commitment Amount as a part of the Inactive Revolving Loan Commitment Amount, then (A) such reduction shall be in a minimum amount of $12,500,000 and in increments of $12,500,000 and (B) such reduction shall never result in the Active Revolving Credit Commitments or the Alternative Currency Sublimit Loan Commitment Amount being less than $100,000,000; and (b) with respect to any Alternative Currency; provided that reduction or redesignation of the Inactive Revolving Loan Commitment Amount, (i) any if such notice shall be received by the Administrative Agent five (5) Business Days prior to the date of termination or reduction is a permanent reduction, (ii) any such partial reduction shall be in an aggregate a minimum amount of $1,000,000 or any whole multiple 5,000,000 and in increments of $1,000,000 in excess thereof 2,500,000 and (iiiii) if such reduction is a redesignation by the Borrower shall not terminate or reduce (A) of a portion of the Inactive Revolving Credit Facility ifLoan Commitment Amount into a part of the Active Revolving Loan Commitment Amount as part of a Activation Amount, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving 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 Alternative Currency Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Loans denominated in then such Alternative Currency would exceed the Alternative Currency Sublimit with respect to such Alternative Currency. Each reduction in the Revolving Credit Commitments hereunder shall be made, at the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay to the Administrative Agent, in each case, for the account of the applicable Lenders, on the date of each termination or reduction, any fees on the a minimum amount of the Commitments so terminated or reduced accrued to but excluding the date $12,500,000 and in increments of such termination or reduction$12,500,000.

Optional. The Borrower Company may, upon written notice to the Administrative Agent, terminate the unused portions of Revolving Credit Facility, the Term Commitments, Alternative Currency Sublimit or the Letter of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative Currency, or from time to time permanently reduce the unused portions of Revolving Credit Facility, the Term Commitments, Alternative Currency Sublimit or the Letter of Credit Sublimit, . Any such reduction of the Revolving Credit Commitments or Facility shall be applied to the Alternative Currency Sublimit with respect Revolving Credit Commitment of each Revolving Credit Lender according to any Alternative Currencyits Applicable Percentage; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 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 Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (B) the Alternative Currency Sublimit if, after giving effect thereto, the Outstanding Amount of all Revolving Credit Loans and L/C Obligations denominated in Alternative Currencies would exceed the Alternative Currency Sublimit, or (C) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash ​ ​ Collateralized hereunder would exceed the Letter of Credit Sublimit, or Sublimit and (Civ) the Alternative Currency Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, reduction of the Outstanding Amount of Revolving Credit Loans denominated in such Alternative Currency would exceed Facility, the Alternative Currency Sublimit with respect to such Alternative Currency. Each reduction in the Revolving Credit Commitments hereunder shall be made, at the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay to the Administrative Agent, in each case, for the account of the applicable Lenders, on the date of each termination or reduction, any fees on exceeds the amount of the Commitments so terminated or Revolving Credit Facility, the Alternative Currency Sublimit shall be automatically reduced accrued to but excluding by the date amount of such termination excess. In addition, prior to the Term A-1 Loan Draw Deadline, the Company may, upon notice to the Administrative Agent as set forth above, from time to time terminate (in whole or reductionin part) the unused portion of the aggregate Term A-1 Commitments, and prior to the Term A-2 Loan Draw Deadline, the Company may, upon notice to the Administrative Agent as set forth above, from time to time terminate (in whole or in part) the unused portion of the aggregate Term A-2 Commitments.

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused portions of the Term Commitments, Commitments under the Letter of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to unused Commitments under any Alternative CurrencyTranche, or from time to time permanently reduce the unused portions of the Term Commitments, Commitments under the Letter of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to unused Commitments under any Alternative CurrencyTranche; provided that (i) any such notice shall be received by the Administrative Agent five three (53) Business Days (or such shorter period as the Administrative Agent shall agree in its reasonable discretion) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 500,000 or any whole multiple of $1,000,000 100,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility Commitments under any Tranche if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Revolving Credit FacilityFacility or (y) the Total Outstandings with respect to such Tranche would exceed the Commitments under such Tranche, or (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit. Any such notice of termination or reduction of commitments pursuant to this Section 2.06(a)‎2.06(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), or in which case such notice may be revoked by the Borrower (C) the Alternative Currency Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect to such Alternative Currency. Each reduction in the Revolving Credit Commitments hereunder shall be made, at the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay by written notice to the Administrative AgentAgent on or prior to the specified effective date) if such condition is not satisfied. For the avoidance of doubt, in each case, for the account (i) upon termination of the applicable LendersAggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) and the expiration with no pending drawings or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which arrangements reasonably satisfactory to the L/C Issuer that issued such Letters of Credit shall have been made), on this Agreement shall automatically terminate and the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reductionAdministrative Agent shall comply with Section 9.01(c)‎9.01(c) and Section 9.11‎9.11.

Optional. The (i) Borrower may, upon thirty (30) Business Days’ written notice to the Administrative Agent, terminate on any Interest Payment Date voluntarily prepay the unused portions Loans in whole or in part, plus the Prepayment Premium, if applicable. Each such notice shall specify the date and amount of such prepayment. Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the Term Commitmentsamount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage). If such notice is given by Borrower, Borrower shall make such prepayment and the Letter of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative Currency, or from time to time permanently reduce the unused portions of the Term Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative Currency; provided that (i) any payment amount specified in such notice shall be received due and payable on the date specified therein; provided that such notice may state that the prepayment is conditioned upon the effectiveness of other credit facilities, acquisitions or dispositions, in which case such notice may be revoked by the Borrower (by notice to Administrative Agent five (5) Business Days on or prior to the date specified effective date) if such condition is not satisfied. Any prepayment of termination a Loan shall be accompanied by the Prepayment Premium, if applicable, and all accrued interest on the amount prepaid and shall be applied to the next scheduled Fixed Amortization Payment applicable to the Tranche A Term Loans or reductionthe Tranche B Term Loans, as applicable, as provided in Borrower’s notice (ii) or, if the Borrower fails to specify if a prepayment should be applied to the Tranche A Term Loans or Tranche B Term Loans, such prepayment shall be made pro rata to the next scheduled Fixed Amortization Payment for each of the Tranche A Term Loans and Tranche B Term Loans), provided, that any such partial reduction prepayment in excess of such next Fixed Amortization Payment applicable to the Tranche A Terms Loans or Tranche B Term Loans, as applicable, shall be in an aggregate amount applied to the subsequent Fixed Amortization Payments of $1,000,000 such Tranche A Terms Loans or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility ifTranche B Term Loans, after giving effect thereto and as applicable, until such prepayment is fully allocated. Subject to any concurrent Section 2.14, such prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving 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 Alternative Currency Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect to such Alternative Currency. Each reduction in the Revolving Credit Commitments hereunder shall be made, at paid to the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay to the Administrative Agent, in each case, for the account of the applicable Lenders, on the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reductionrespective Applicable Percentage.

Optional. The Borrower may, upon (i) Upon three (3) Business Days’ prior irrevocable written notice to by the Borrower received by the Administrative Agent, terminate the unused portions Borrower may (and if such notice is given, shall), without penalty or premium, prepay all or any portion of the Term Commitmentsprincipal amount outstanding of any Revolving Loans together with accrued interest to the date of such prepayment on the amount prepaid; provided, the Letter of Credit Sublimithowever, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative Currency, or from time to time permanently reduce the unused portions of the Term Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative Currency; provided that (i) any such notice prepayments of Revolving Loans prior to Revolving Commitment Termination Date therefor shall not reduce the Revolving Commitment and (ii) all prepayments shall be received in amounts not less than the lesser of One Hundred Thousand Dollars ($100,000) or an integral multiple thereof or the amount of any Revolving Loan being prepaid. Each prepayment made pursuant to this Section 2.07(a) shall be accompanied by the Administrative Agent five payment of (5i) Business Days prior accrued interest to the date of termination or reductionsuch prepayment on the amount prepaid, (ii) any and all payments required pursuant to Section 3.05 hereof in respect of such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $1,000,000 in excess thereof prepayment and (iii) any other amounts then due and owing hereunder. Each Prepayment Notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid, and the payment amount specified in each Prepayment Notice shall be due and payable on the date specified therein. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of a Prepayment Notice and of the amount of such ▇▇▇▇▇▇’s Pro Rata Share of such prepayment; provided, “non-consenting” Lenders may be repaid on a non-pro rata basis in connection with an Extension Offer or a Refinancing Amendment and Disqualified Lenders may be repaid on non-pro rata basis. Revolving Loans and Incremental Revolving Loans prepaid pursuant to this subsection (a) may be reborrowed, subject to the terms and conditions of this Agreement. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind, in whole or in part, any notice of prepayment under Section 2.07(a)(i), if such prepayment would have resulted from a refinancing of all or a portion of the applicable Facility which refinancing shall not terminate be consummated or reduce shall otherwise be delayed. (Aiii) the Revolving Credit Facility if, after giving effect thereto and to any concurrent Voluntary prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving 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 Alternative Currency Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect to such Alternative Currency. Each reduction in the Revolving Credit Commitments permitted hereunder shall be made, applied in a manner determined at the Borrower’s option, to any Class discretion of Revolving Credit Commitments outstanding on the Borrower and specified in the notice of prepayment (and absent such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay to the Administrative Agentdirection, in each case, for the account direct order of the applicable Lenders, on the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reductionmaturity).

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused portions of the Term CommitmentsRevolving Credit Facility, the Letter of Credit Sublimit, the Revolving Credit Commitments Sublimit or the Alternative Currency Sublimit with respect to any Alternative CurrencySwing Line Sublimit, or from time to time permanently reduce the unused portions of the Term CommitmentsRevolving Credit Facility, the Letter of Credit Sublimit, the Revolving Credit Commitments Sublimit or the Alternative Currency Sublimit with respect to any Alternative CurrencySwing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof thereof, (iii) a notice of termination of the 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 Administrative Agent on or prior to the specified effective date) if such condition is not satisfied and (iiiiv) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving 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 Alternative Currency Swing Line Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Swing Line Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect to such Alternative CurrencySwing Line Sublimit. Each reduction in In addition, during the Revolving Credit Commitments hereunder shall be madeDelayed Draw Availability Period, at the Borrower’s optionBorrower may, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay upon notice to the Administrative AgentAgent as set forth above, from time to time terminate (in each case, for whole or in part) the account of the applicable Lenders, on the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reductionunused Delayed Draw Term Loan Commitments.

Optional. The Borrower may, upon written notice to the Administrative Paying Agent, terminate the unused portions of the Term Commitments, the Letter of Credit Sublimit, the Committed Currency Sublimit or the unused Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative CurrencyCommitments, or from time to time permanently reduce the unused portions of the Term Commitments, the Letter of Credit Sublimit, the Committed Currency Sublimit or the unused Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative CurrencyCommitments; provided that (i) any such notice shall be received by the Administrative Paying Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 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 unused portions of the Term Commitments, the Letter of Credit Sublimit, the Committed Currency Sublimit or the unused Revolving Credit Facility Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Revolving 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, the Swing line Sublimit or (C) the Alternative Committed Currency Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect to such Alternative Currency. Each reduction in the Revolving Credit Commitments hereunder shall be made, at the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay to the Administrative Agent, in each case, for the account of the applicable Lenders, on the date of each termination or reduction, any fees on exceeds the amount of the Commitments so terminated Revolving Credit Facility, such Letter of Credit Sublimit, Swing Line Sublimit or Committed Currency Sublimit shall be automatically reduced accrued to but excluding by the date amount of such excess. Notwithstanding anything in this Section 2.06(a) to the contrary, the Borrower shall not be permitted to terminate or reduce the unused Revolving Credit Commitments at any time prior to the repayment in full of all Term Loans and the termination or reductionof all Term Commitments.

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused portions portion of the Term Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative Currency, or from time to time permanently reduce the unused portions of the Term Total Available Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments L/C Sublimit or the Alternative Currency Sublimit with respect to any Alternative CurrencySwingline Commitment; provided that (ia) any each such notice shall be in writing and must be received by the Administrative Agent five (5) at least three Business Days prior to the effective date of such termination or reduction, and shall be irrevocable (iiprovided that a notice of termination of the Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied), (b) any such partial reduction shall be in an aggregate amount of $1,000,000 3,000,000 or any whole a larger multiple of $1,000,000 in excess thereof and (iiic) the Borrower shall not terminate or reduce (Ai) the Revolving Credit Facility Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Extensions of Credit Outstandings would exceed the Revolving Credit FacilityTotal Commitments, (Bii) the Letter of Credit L/C Sublimit if, after giving effect thereto, the Outstanding Amount of all L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, L/C Sublimit or (Ciii) the Alternative Currency Sublimit with respect to any Alternative Currency Swingline Commitment if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit all Swingline Loans denominated in such Alternative Currency would exceed the Alternative Currency Swingline Commitment; provided, further, that, upon any such partial reduction of the L/C Sublimit with respect to such Alternative Currency. Each reduction in or the Revolving Credit Commitments hereunder shall be madeSwingline Commitment, at unless the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the Administrative Agent and the applicable Issuing Lenders in accordance with their Pro Rata Shares. The Borrower shall pay to or the Administrative AgentSwingline Lender, in each caseas the case may be, for the account of the applicable Lendersotherwise agree, on the date of each termination or reduction, any fees on the amount of the L/C Commitments so terminated of the Issuing Lenders or the Swingline Commitment of the Swingline Lender will be reduced accrued to but excluding proportionately by the date amount of such reduction. For avoidance of doubt, upon termination or reductionof the Commitments, the L/C Commitments and the Swingline Commitment shall automatically terminate. Unless previously terminated, the Commitments shall automatically terminate on Termination Date.

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused portions of the Term Initial Revolving Commitments, the Letter of Credit SublimitSublimit or, the Revolving Credit Commitments Swingline Sublimit or the Alternative Currency Sublimit with respect to any Alternative CurrencySecond Amendment Revolving Commitments, or from time to time permanently reduce the unused portions of the Term Initial Revolving Commitments, the Letter of Credit SublimitSublimit or, the Revolving Credit Commitments Swingline Sublimit or the Alternative Currency Sublimit with respect to any Alternative CurrencySecond Amendment Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Initial Revolving Commitments or Second Amendment Revolving Commitments shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) any such partial reduction of the Swingline Sublimit shall be in an aggregate amount of $1,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof thereof, and (iiiiv) the Borrower shall not terminate or reduce (A) the Initial Revolving Credit Facility Commitments or Second Amendment Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings with respect to the Initial Revolving Commitments or Second Amendment Revolving Commitments, respectively, would exceed the aggregate Initial Revolving Credit FacilityCommitments or Second Amendment Revolving Commitments, respectively, (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 Alternative Currency Swingline Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Swingline Loans denominated in such Alternative Currency would exceed the Alternative Currency Swingline Sublimit. In addition, during the Availability Period in respect of the Term Facility, the Borrower may, upon notice to the Administrative Agent as set forth above, from time to time terminate (in whole or in part) the unused portion of the aggregate Term Commitments under the Term Facility. Any notice of termination of the Commitments, the Letter of Credit Sublimit with respect or the Swingline Sublimit pursuant to this Section 2.06(a) may state that such Alternative Currencynotice is conditioned upon the effectiveness of other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each Notwithstanding the foregoing, any reduction in the Second Amendment Revolving Credit Commitments hereunder (including any termination thereof) shall be made, at the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay to the Administrative Agent, in each case, for the account accompanied a reduction of the applicable Lenders, on the date of each termination or reduction, any fees on the amount Initial Revolving Commitments of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reductionsame amount.

Optional. The Borrower may, upon written notice (an “Optional Termination/Reduction Notice”) to the Administrative Agent, terminate the unused portions of the Term Aggregate DDTL Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative Currency, or from time to time permanently reduce the unused portions of the Term Aggregate DDTL Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative Currency; provided that (i) any such notice Optional Termination/Reduction Notice shall be received by the Administrative Agent not later than 1:00 p.m. five (5) Business Days prior to the date of termination or reduction, and (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof thereof. Each Optional Termination/Reduction Notice shall be irrevocable; provided, however, that any such Optional Termination/Reduction Notice may state that such Optional Termination/Reduction Notice is conditioned upon the effectiveness of other credit facilities or acquisitions or the receipt of net proceeds from the issuance of Equity Interests or incurrence of Indebtedness by the Borrower, in which case, such Optional Termination/Reduction Notice may be revoked by the Borrower giving written notice to the Administrative Agent on or prior to the date for prepayment specified in such Optional Termination/Reduction Notice if such condition is not satisfied (and (iii) for the avoidance of doubt, the Borrower shall not terminate remain obligated pursuant to the terms of this Agreement for any cost, expense or reduce loss (Aincluding those arising under Section 10.04) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving 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 Alternative Currency Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect to such Alternative Currency. Each reduction in the Revolving Credit Commitments hereunder shall be made, at the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay to incurred by the Administrative Agent, any Lender or other Person in each case, for connection with any Optional Termination/Reduction Notice or revocation thereof). The Administrative Agent will promptly notify the account DDTL Lenders of any such notice of termination or reduction of the applicable Lenders, Aggregate DDTL Commitments. Any reduction of the Aggregate DDTL Commitments shall be applied to the DDTL Commitment of each DDTL Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate DDTL Commitments shall be paid on the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the effective date of such termination or reductiontermination.

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused portions of Revolving Credit Facility, the Term CommitmentsAlternative Currency Sublimit, the Letter of Credit Sublimit, the Revolving Credit Commitments Sublimit or the Alternative Currency Sublimit with respect to any Alternative CurrencySwing Line Sublimit, or from time to time permanently reduce the unused portions of Revolving Credit Facility, the Term CommitmentsAlternative Currency Sublimit, the Letter of Credit Sublimit, the Revolving Credit Commitments Sublimit or the Alternative Currency Sublimit with respect to any Alternative CurrencySwing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 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 Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments and Cash Collateralization of L/C Obligations hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (B) the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments and Cash Collateralization of L/C Obligations hereunder, the Total Revolving Credit Outstandings denominated in Alternative Currencies would exceed the Alternative Currency Sublimit, (C) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations with respect to all Letters of Credit not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (CD) the Alternative Currency Swing Line Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Swing Line Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect Swing Line Sublimit, (iv) if, after giving effect to such Alternative Currency. Each any reduction in or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such sublimit shall be automatically reduced by the amount of such excess and (v) any notice of termination or reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other transactions specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction provided in this Section. Any reduction of any Commitments hereunder shall be made, at applied to the Borrower’s option, to any applicable Class of Revolving Commitment of each applicable Lender according to its Applicable Percentage. To the extent practicable, each partial reduction in the Letter of Credit Commitments outstanding on such date Sublimit shall be allocated ratably among the applicable Lenders L/C Issuers in accordance with their Pro Rata Sharesrespective Letter of Credit Commitments (or as otherwise agreed among the Borrower and the L/C Issuers). The Borrower All fees accrued until the effective date of any termination of any applicable Facility or Commitments shall pay be paid on the effective date of such termination. Notwithstanding the foregoing, if any such notice of complete termination indicates that such termination is to be funded with the Administrative Agentproceeds of a new debt or equity financing, in each case, for the account such notice of the applicable Lenders, complete termination may be revoked or delayed if such new debt or equity financing is not consummated on the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of specified in such termination or reductionnotice.

Optional. The Borrower BorrowerBorrowers may, upon written notice to the Administrative Agent, terminate the unused portions of the Term Aggregate Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative Currency, or from time to time permanently reduce the unused portions of the Term Aggregate Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative Currency; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m11:00 A.M. five (5) Business Days prior to the date of termination or reduction, provided, however, the Borrowerapplicable Borrowers may revoke such notice prior to the scheduled date of termination or reduction, (ii) [reserved]provided that, in the case of the AUD RC Tranche, the applicable Borrower provides notice of such revocation not later than 11:00 A.M. three (3) Business Days prior to the proposed day of termination or reduction, (ii) such notice shall state whether the termination or reduction relates to Committed RC Loans or Term Loans, (iii) any such partial reduction shall be in an aggregate amount of $1,000,000 US$10,000,000 (or the US Dollar Equivalent thereof) or any whole multiple of $US$1,000,000 (or the US Dollar Equivalent thereof) in excess thereof and thereof, (iiiiv) the ▇▇▇▇▇ Borrower shall not terminate or reduce (A) the Revolving Credit Facility Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit FacilityAggregate Commitments, and (Bv) if, after giving effect to any reduction of the aggregate Commitments in respect of any Committed RC Loans, 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 Alternative Currency Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect to such Alternative Currency. Each reduction in the Revolving Credit Commitments hereunder shall be made, at the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among for the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay to Tranche or the Administrative Agent, in each case, Swing Line Sublimit for the account of the applicable Lenders, on the date of each termination or reduction, any fees on Tranche exceeds the amount of the aggregate Commitments so terminated in respect of Committed RC Loans allocated to such Tranche, 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 reduced reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage in respect of Committed RC Loansthe applicable Tranche. All fees accrued to but excluding until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination or reductiontermination.

Optional. The Borrower Company may, upon written notice to the Administrative Agent, terminate the unused portions of the Term CommitmentsRevolving Facility, the Letter of Credit Sublimit, the Revolving Credit Commitments Swingline Sublimit or the Alternative Currency Sublimit with respect to any Alternative CurrencySublimit, or from time to time permanently reduce the unused portions of the Term CommitmentsRevolving Facility, the Letter of Credit Sublimit, the Revolving Credit Commitments Swingline Sublimit or the Alternative Currency Sublimit with respect to any Alternative CurrencySublimit; provided that unless otherwise reasonably agreed by the Administrative Agent, (i) any such notice shall be received by the Administrative Agent five not later than 11:00 a.m. three (53) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 5,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof and (iii) the Borrower Company shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit FacilityCommitments, (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 Alternative Currency Swingline Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Loans would exceed the Swingline Sublimit, or (D) the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Loans Outstandings denominated in such Alternative Currency Currencies would exceed the Alternative Currency Sublimit with respect to Sublimit; provided, further, that any notice of permanent reduction or termination may state that such Alternative Currency. Each reduction notice is conditional upon the effectiveness of any facility or instrument refinancing all or a portion of the outstanding Revolving Commitments or upon the consummation of any other debt or equity transaction or event that will generate financing in connection therewith, in which case such notice may be revoked by the Revolving Credit Commitments hereunder shall be made, at the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay Company (by notice to the Administrative Agent, in each case, for Agent on or prior to the account of the applicable Lenders, on the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of specified date) if such termination or reductioncondition is not satisfied.

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused portions of the Tranche B-2 Term Commitments, the Revolving Credit Facility, the Letter of Credit Sublimit, the Revolving Credit Commitments Sublimit or the Alternative Currency Sublimit with respect to any Alternative CurrencySwing Line Sublimit, or from time to time permanently reduce the unused portions of the Tranche B-2 Term Commitments, the Revolving Credit Facility, the Letter of Credit Sublimit, the Revolving Credit Commitments Sublimit or the Alternative Currency Sublimit with respect to any Alternative CurrencySwing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent five (5) not later than 2:00 p.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof and and, (iii) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving 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 Alternative Currency Swing Line Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Swing Line Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit Letter of Credit Sublimit., and (iv) the Borrower may rescind any such notice under this Section 2.06(a) with respect to such Alternative Currency. Each reduction in the Revolving Credit Tranche B-2 Term Commitments hereunder shall be made, at the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay to the Administrative Agent, in each case, for the account of the applicable Lenders, on the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of if such termination or reduction.reduction would have resulted from a refinancing or other replacement of all of the Tranche B-2 Term Facility or other transaction, which refinancing, replacement or -84-Last Saved: 08/19/2013 8:50 pm CG&R Draft ▇▇▇▇▇▇▇▇▇▇v1 ▇▇▇▇▇▇▇▇▇▇

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused portions of the Term CommitmentsRevolving Credit Facility, the Financial/Commercial Letter of Credit Sublimit, the Revolving Credit Commitments Sublimit or the Alternative Currency Sublimit with respect to any Alternative CurrencySwing Line Sublimit, or from time to time permanently reduce the unused portions of the Term CommitmentsRevolving Credit Facility, the Financial/Commercial Letter of Credit Sublimit, the Revolving Credit Commitments Sublimit or the Alternative Currency Sublimit with respect to any Alternative CurrencySwing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 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 Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments and Cash Collateralization of L/C Obligations hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (B) the Financial/Commercial Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations with respect to all Financial Letters of Credit and Commercial Letters of Credit not fully Cash Collateralized hereunder would exceed the Financial/Commercial Letter of Credit Sublimit, Sublimit or (C) the Alternative Currency Swing Line Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Swing Line Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect Swing Line Sublimit, (iv) if, after giving effect to such Alternative Currency. Each any reduction in or termination of the Aggregate Revolving Credit Commitments, the Financial/Commercial Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such sublimit shall be automatically reduced by the amount of such excess and (v) any notice of termination or reduction of the Commitments, the Financial/Commercial Letter of Credit Sublimit or the Swing Line Sublimit delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other transactions specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction provided in this Section. Any reduction of any Commitments hereunder shall be madeapplied to the applicable Commitment of each applicable Lender according to its Applicable Percentage. To the extent practicable, at each partial reduction in the Borrower’s option, to any Class Financial/Commercial Letter of Revolving Credit Commitments outstanding on such date Sublimit shall be allocated ratably among the applicable Lenders L/C Issuers in accordance with their Pro Rata Sharesrespective Letter of Credit Commitments with respect to Financial Letters of Credit and Commercial Letters of Credit (or as otherwise agreed among the Borrower and the L/C Issuers). The All fees accrued until the effective date of any termination of any applicable Facility or Commitments shall be paid on the effective date of such termination. Notwithstanding the foregoing, if any such notice of complete termination indicates that such termination is to be funded with the proceeds of a New Financing, such notice of complete termination may be revoked or delayed if such New Financing is not consummated on the date specified in such notice. In addition, at any time prior to the Term A-2 Termination Date, the Term A-2 Borrower shall pay may, upon notice to the Administrative AgentAgent as set forth above, from time to time terminate (in each case, for whole or in part) the account unused portion of the applicable Lenders, on the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reductionaggregate Term A-2 Commitments.

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused portions of the Term CommitmentsSwing Line Sublimit, the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative CurrencyCommitments, or from time to time permanently reduce the unused portions of the Term CommitmentsSwing Line Sublimit, the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative CurrencyCommitments; provided that (i) any such notice shall be received by the Administrative Agent five (5) not later than 12:00 p.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 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 Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving 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, Sublimit or (C) the Alternative Currency Swing Line Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Swing Line Loans denominated in such Alternative Currency would exceed the Alternative Currency Swing Line Sublimit with respect and (iv) to such Alternative Currency. Each the extent practicable, each partial reduction in the Letter of Credit Sublimit shall be allocated ratably among the L/C Issuers in accordance with their respective Letter of Credit Commitments. Notwithstanding anything to the contrary herein, the Borrower shall not be permitted to reduce the Revolving Credit Commitments hereunder shall be made, at pursuant to this Section 2.06(b) if the Borrower’s option, sum of (x) the Swing Line Exposure attributable to any Class of Swing Line Loans maturing after the 2025 Non-Extended Revolving Credit Commitments outstanding on such date ratably among Commitment Maturity Date and (y) the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay L/C Exposure attributable to Letters of Credit expiring after the Administrative Agent, in each case, for 2025 Non-Extended Revolving Credit Commitment Maturity Date would exceed the account of the applicable Lenders, on the date of each termination or reduction, any fees on the aggregate amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction2025 Extended Revolving Credit Commitments.

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused portions of the Commitments under any Term CommitmentsLoan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments or the Alternative Currency Sublimit with respect to under any Alternative CurrencyRevolving Facility, or from time to time permanently reduce the unused portions of the Commitments under any Term CommitmentsLoan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments or the Alternative Currency Sublimit with respect to under any Alternative CurrencyRevolving Facility; provided that (i) any such notice shall be received by the Administrative Agent five (5) Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of (x) $1,000,000 or any whole multiple of $1,000,000 in excess thereof in respect of Commitments denominated in Dollars, (y) €1,000,000 or any whole multiple of €1,000,000 in excess thereof in respect of Commitments denominated in Euros and (z) £1,000,00 or any whole multiple of £1,000,00 in excess thereof in respect of Commitments denominated in Pounds Sterling and (iii) the Borrower shall not terminate or reduce (A) the Commitments under any Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Dollar Amount of the Total Revolving Credit Outstandings under such Revolving Facility would exceed the Revolving Credit Commitments in respect of such Revolving Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Dollar Amount of the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, Sublimit or (C) the Alternative Currency Swingline Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Swingline Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect Swingline Sublimit. Any such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such Alternative Currency. Each reduction in notice may be revoked by the Revolving Credit Commitments hereunder shall be made, at the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay (by written notice to the Administrative Agent, in each case, for Agent on or prior to the account of the applicable Lenders, on the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of specified effective date) if such termination or reductioncondition is not satisfied.

Optional. The Borrower Borrowers may, upon not less than three Business Days’ written notice by the Borrower Representative to the Administrative Agent, terminate the unused portions of the Commitments under any Term CommitmentsLoan Tranche, the any Letter of Credit Sublimit, or the unused Revolving Credit Commitments or the Alternative Currency Sublimit with respect to under any Alternative CurrencyRevolving Tranche, or from time to time permanently reduce the unused portions of the Commitments under any Term CommitmentsLoan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments or the Alternative Currency Sublimit with respect to under any Alternative CurrencyRevolving Tranche; provided that (i) any such notice shall be received by the Administrative Agent five (5) Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $1,000,000 in excess thereof equal to the applicable Threshold Amount and (iii) the Borrower Borrowers shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Revolving Credit FacilityFacility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche, (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 Alternative Currency Swing Line Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit any Swing Line Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect Swing Line Sublimit. Any such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such Alternative Currency. Each reduction in notice may be revoked by the Revolving Credit Commitments hereunder shall be made, at Borrowers (by written notice from the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay Representative to the Administrative Agent, in each case, for Agent on or prior to the account of the applicable Lenders, on the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of specified effective date) if such termination or reductioncondition is not satisfied.

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused portions of the Term CommitmentsRevolving Credit Facility, the Financial/Commercial Letter of Credit Sublimit, the Revolving Credit Commitments Swing Line Sublimit or the Alternative Currency Sublimit with respect to any Alternative CurrencyPerformance Letter of Credit Facility, or from time to time permanently reduce the unused portions of the Term CommitmentsRevolving Credit Facility, the Financial/Commercial Letter of Credit Sublimit, the Revolving Credit Commitments Swing Line Sublimit or the Alternative Currency Sublimit with respect to any Alternative CurrencyPerformance Letter of Credit Facility; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 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 Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments and Cash Collateralization of L/C Obligations hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (B) the Financial/Commercial Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations with respect to all Financial Letters of Credit and Commercial Letters of Credit not fully Cash Collateralized hereunder would exceed the Financial/Commercial Letter of Credit Sublimit, or (C) the Alternative Currency Swing Line Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Swing Line Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit Swing Line Sublimit, or (D) the Performance Letter of Credit Facility if, after giving effect thereto, the Outstanding Amount of L/C Obligations with respect to such Alternative Currency. Each the Performance Letter of Credit Facility not fully Cash Collateralized hereunder would exceed the Performance Letter of Credit Facility, (iv) if, after giving effect to any reduction in or termination of the Aggregate Revolving Credit Commitments, the Financial/Commercial Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such sublimit shall be automatically reduced by the amount of such excess and (v) any notice of termination or reduction of the Commitments, the Financial/Commercial Letter of Credit Sublimit or the Swing Line Sublimit delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other transactions specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. In addition, during the Availability Period in respect of the Term A-2 Facility, the Borrower may, upon notice to the Administrative Agent as set forth above, from time to time terminate (in whole or in part) the unused portion of the aggregate Term A-2 Commitments. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction provided in this Section. Any reduction of any Commitments hereunder shall be madeapplied to the applicable Commitment of each applicable Lender according to its Applicable Percentage. To the extent practicable, at each partial reduction in the Borrower’s option, to any Class Financial/Commercial Letter of Revolving Credit Commitments outstanding on such date Sublimit shall be allocated ratably among the applicable Lenders L/C Issuers in accordance with their Pro Rata Sharesrespective Letter of Credit Commitments with respect to Financial Letters of Credit and Commercial Letters of Credit (or as otherwise agreed among the Borrower and the L/C Issuers). The Borrower All fees accrued until the effective date of any termination of any applicable Facility or Commitments shall pay be paid on the effective date of such termination. Notwithstanding the foregoing, if any such notice of complete termination indicates that such termination is to be funded with the Administrative Agentproceeds of a New Financing, in each case, for the account such notice of the applicable Lenders, complete termination may be revoked or delayed if such New Financing is not consummated on the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of specified in such termination or reductionnotice.

Optional. The Borrower Company may, upon written notice to the Administrative Agent, terminate the unused portions of the Term CommitmentsRevolving Credit Facility, the Financial Letter of Credit Sublimit, the Revolving Credit Commitments Sublimit or the Alternative Currency Swing Line Sublimit with respect to any Alternative Currency, or from time to time permanently reduce the unused portions of the Term CommitmentsRevolving Credit Facility, the Financial Letter of Credit Sublimit, the Revolving Credit Commitments Sublimit or the Alternative Currency Sublimit with respect to any Alternative CurrencySwing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 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 Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (B) the Financial Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations with respect to Financial Letters of Credit not fully Cash Collateralized hereunder would exceed the Financial Letter of Credit Sublimit, or (C) the Alternative Currency Swing Line Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Swing Line Loans denominated in such Alternative Currency would exceed the Swing Line Sublimit, and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Financial Letter of Credit Sublimit, the Designated Borrower Sublimit with respect to such Alternative Currency. Each reduction in or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit 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 provided in this Section. The amount of any such reduction shall not be applied to the Alternative Currency Sublimit, the Financial Letter of Credit Sublimit or the Designated Borrower Sublimit unless otherwise specified by the Company. Any reduction of any Commitments hereunder shall be madeapplied to the applicable Commitment of each applicable Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of any applicable Facility or Commitments shall be paid on the effective date of such termination. To the extent practicable, at each partial reduction in the Borrower’s option, to any Class Financial Letter of Revolving Credit Commitments outstanding on such date Sublimit shall be allocated ratably among the applicable Lenders L/C Issuers in accordance with their Pro Rata Sharesrespective Letter of Credit Commitments with respect to Financial Letters of Credit (or as otherwise agreed among the Company and the L/C Issuers). The Borrower shall pay Notwithstanding the foregoing, if any such notice of complete termination indicates that such termination is to be funded with the proceeds of a New Financing, such notice of complete termination may be revoked or delayed if such New Financing is not consummated on the date specified in such notice. In addition, the Company may, upon notice to the Administrative AgentAgent as set forth above, in each case, for from time to time terminate or permanently reduce the account unused portion of the applicable Lenders, on the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reductionTerm A US Commitments.

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused portions of the Term Aggregate Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments Sublimit or the Alternative Currency Sublimit with respect to any Alternative CurrencySwing Line Sublimit, or from time to time permanently reduce the unused portions of the Term Aggregate Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments Sublimit or the Alternative Currency Sublimit with respect to any Alternative CurrencySwing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 10:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit FacilityAggregate 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 Alternative Currency Swing Line Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Swing Line Loans denominated in such Alternative Currency would exceed the Alternative Currency Swing Line Sublimit. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit with respect to such Alternative Currencyor the Aggregate Commitments under this Section 2.06. Each Upon any reduction in of the Revolving Credit Commitments hereunder Aggregate Commitments, the Commitment of each Lender shall be made, at reduced by such Lender’s Applicable Percentage of such reduction amount. All fees accrued until the Borrower’s option, to effective date of any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay to the Administrative Agent, in each case, for the account termination of the applicable Lenders, Aggregate Commitments shall be paid on the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the effective date of such termination or reductiontermination.

Optional. (i) The Borrower Company may, upon written notice to the Administrative Agent, terminate the unused portions of the Term Aggregate Revolving Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative Currency, or from time to time permanently reduce the unused portions of Aggregate Revolving Commitments to an amount not less than the Term Commitments, the Letter of Credit Sublimit, the Total Revolving Credit Commitments or the Alternative Currency Sublimit with respect Outstandings (after giving effect to any Alternative Currencyconcurrent prepayment of Revolving Loans); provided that (iA) any such notice shall be received by the Administrative Agent five not later than 2:00 p.m. three (53) Business Days prior to the date of termination or reduction, (iiB) any such partial reduction shall be in an aggregate amount of $1,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iiiC) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunderreduction of the Aggregate Revolving Commitments, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (B) the Letter of Credit Sublimit ifor the Alternative Currency Sublimit exceeds the amount of the Aggregate Revolving Commitments, after giving effect theretosuch sublimit shall be automatically reduced by the amount of such excess and (D) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Except as provided in clause (C) of the preceding sentence, the Outstanding Amount amount of L/C Obligations any such Aggregate Revolving Commitment reduction shall not fully Cash Collateralized hereunder would exceed be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit, or (C) Sublimit unless otherwise specified by the Alternative Currency Sublimit Company. Any reduction of the Aggregate Revolving Commitments shall be applied to the Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued with respect to thereto until the effective date of any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, termination of the Outstanding Amount of Aggregate Revolving Credit Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect to such Alternative Currency. Each reduction in the Revolving Credit Commitments hereunder shall be made, at the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay to the Administrative Agent, in each case, for the account of the applicable Lenders, paid on the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the effective date of such termination or reductiontermination.

Optional. The Borrower Company may, upon written notice to the Administrative Agent, terminate the unused portions of the Term CommitmentsRevolving Credit Facility, the Financial Letter of Credit Sublimit, the Revolving Credit Commitments Sublimit or the Alternative Currency Swing Line Sublimit with respect to any Alternative Currency, or from time to time permanently reduce the unused portions of the Term CommitmentsRevolving Credit Facility, the Financial Letter of Credit Sublimit, the Revolving Credit Commitments Sublimit or the Alternative Currency Sublimit with respect to any Alternative CurrencySwing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 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 Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (B) the Financial Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations with respect to Financial Letters of Credit not fully Cash Collateralized hereunder would exceed the Financial Letter of Credit Sublimit, or (C) the Alternative Currency Swing Line Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Swing Line Loans denominated in such Alternative Currency would exceed the Swing Line Sublimit, and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Financial Letter of Credit Sublimit, the Designated Borrower Sublimit with respect to such Alternative Currency. Each reduction in or the Swing Line ​ ​ Sublimit exceeds the amount of the Aggregate Revolving Credit 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 provided in this Section. The amount of any such reduction shall not be applied to the Alternative Currency Sublimit, the Financial Letter of Credit Sublimit or the Designated Borrower Sublimit unless otherwise specified by the Company. Any reduction of any Commitments hereunder shall be madeapplied to the applicable Commitment of each applicable Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of any applicable Facility or Commitments shall be paid on the effective date of such termination. To the extent practicable, at each partial reduction in the Borrower’s option, to any Class Financial Letter of Revolving Credit Commitments outstanding on such date Sublimit shall be allocated ratably among the applicable Lenders L/C Issuers in accordance with their Pro Rata Sharesrespective Letter of Credit Commitments with respect to Financial Letters of Credit (or as otherwise agreed among the Company and the L/C Issuers). The Borrower shall pay Notwithstanding the foregoing, if any such notice of complete termination indicates that such termination is to be funded with the Administrative Agentproceeds of a New Financing, in each case, for the account such notice of the applicable Lenders, complete termination may be revoked or delayed if such New Financing is not consummated on the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of specified in such termination or reductionnotice.

Optional. The Borrower Borrowers may, upon written notice to the Administrative Agent, terminate the unused portions of the Term CommitmentsRevolving Credit Facility, the Letter of Credit Sublimit, the Revolving Credit Commitments Sublimit or the Alternative Currency Sublimit with respect to any Alternative CurrencySwing Line Sublimit, or from time to time permanently reduce the unused portions of the Term CommitmentsRevolving Credit Facility, the Letter of Credit Sublimit, the Revolving Credit Commitments Sublimit or the Alternative Currency Sublimit with respect to any Alternative CurrencySwing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction; provided further that a notice of termination of the Revolving Credit Facility delivered by the Borrowers may state that such notice is conditioned upon the effectiveness of other financings or of asset dispositions (the proceeds of which, in either case, shall be used to repay the outstanding Obligations under the Revolving Credit Facility in cash), in which case such notice may be revoked by the Borrowers (by written notice to the Administrative Agent from the Borrower Agent on or prior to the specified effective date) if such condition is not satisfied and so long as the Borrowers shall have paid any amounts required to be paid to any Lender pursuant to Section 3.05 in connection with such notice of prepayment, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 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 Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (B) the Letter of Credit Sublimit 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 Alternative Currency Swing Line Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Swing Line Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect to Swing Line Sublimit. The Administrative Agent will promptly notify the Lenders of any such Alternative Currencynotice of termination or reduction of the Aggregate Commitments. Each Any reduction in of the Revolving Credit Aggregate Commitments hereunder shall be made, at the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay applied to the Administrative Agent, in Commitment of each case, for Lender according to its Applicable Percentage. All fees accrued until the account effective date of any termination of the applicable Lenders, Aggregate Commitments shall be paid on the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the effective date of such termination or reductiontermination.

Optional. (i) The Borrower may, upon written notice to the Administrative Agent, terminate the unused portions of the Term Commitments, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative CurrencyCommitments, or from time to time permanently reduce the unused portions of the Term Commitments, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative CurrencyCommitments; provided that (ix) any such notice shall be received by the Administrative Agent five (5) three Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (iiy) any such partial reduction shall be in an aggregate amount of $1,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof and (iiiz) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving 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, Sublimit or (C) the Alternative Currency Swing Line Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Swing Line Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect Swing Line Sublimit. (ii) Any such notice of termination or reduction of commitments pursuant to Section 2.06(a)(i) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such Alternative Currency. Each reduction in notice may be revoked by the Revolving Credit Commitments hereunder shall be made, at the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay (by written notice to the Administrative Agent, in each case, for Agent on or prior to the account of the applicable Lenders, on the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of specified effective date) if such termination or reductioncondition is not satisfied.

Optional. The Borrower Representative may, upon written notice to the Administrative Agent, terminate the unused portions Commitments of the Term Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative CurrencyClass, or from time to time permanently reduce the unused portions Commitments of the Term Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative CurrencyClass; provided that (i) any such notice shall be received by the Administrative Agent five three (53) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof and (iii) the Borrower Representative shall not terminate or reduce reduce, (AA)(x) the US Revolving Credit Facility Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total US Revolving Credit Outstandings would exceed the Aggregate US Revolving Credit FacilityCommitments or (y) the Multicurrency Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Multicurrency Revolving Outstandings would exceed the Aggregate Multicurrency Revolving Credit Commitments or (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of all L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit; provided, or (C) further, that, upon any such partial reduction of the Alternative Currency Letter of Credit Sublimit, unless the Borrower Representative, the Administrative Agent and the relevant L/C Issuer otherwise agree, the commitment of each L/C Issuer to issue Letters of Credit will be reduced proportionately by the amount of such reduction. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit with respect to any Alternative Currency ifunless, after giving effect thereto and to any concurrent prepayments hereunderreduction of the Commitments, the Outstanding Amount Letter of Revolving Credit Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect to such Alternative Currency. Each reduction in the Revolving Credit Commitments hereunder shall be made, at the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay to the Administrative Agent, in each case, for the account of the applicable Lenders, on the date of each termination or reduction, any fees on exceeds the amount of the Commitments so terminated or Revolving Credit Facility, in which case such sublimit shall be automatically reduced accrued to but excluding by the date amount of such excess. Notwithstanding the foregoing, the Borrower Representative may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing, which refinancing shall not be consummated or reduction.otherwise shall be delayed

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused portions Revolving Credit Commitments of the Term Commitmentseither Class, the Letter of Credit Sublimit, the Revolving Credit Commitments Sublimit or the Alternative Currency Sublimit with respect to any Alternative CurrencySwing Line Sublimit, or from time to time permanently reduce the unused portions Revolving Credit Commitments of the Term Commitmentseither Class, the Letter of Credit Sublimit, the Revolving Credit Commitments Sublimit or the Alternative Currency Sublimit with respect to any Alternative CurrencySwing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (B) the Multicurrency Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Multicurrency Revolving Credit Outstandings would exceed the Multicurrency Revolving Credit Facility, (C) the US Dollar Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total US Dollar Revolving Credit Outstandings would exceed the US Dollar Revolving Credit Facility, (D) 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 (CE) the Alternative Currency Swing Line Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Swing Line Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect to such Alternative Currency. Each reduction in the Revolving Credit Commitments hereunder shall be made, at the Borrower’s option, to Swing Line Sublimit; provided that any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay notice so given to the Administrative Agent, Agent in each case, for connection with a refinancing of all Obligations (other than contingent indemnification obligations) may be conditional on the account effectiveness of the applicable Lendersreplacement credit agreement or other similar document and may be revoked by the Borrower if such condition is not satisfied, on subject to the date provisions of each termination or reductionSection 3.05. In addition, any fees on during the amount Availability Period in respect of the Commitments so terminated Term A Facility, the Borrower may, upon notice to the Administrative Agent as set forth above, from time to time terminate (in whole or reduced accrued to but excluding in part) the date unused portion of such termination or reductionthe aggregate Term A Commitments.

Optional. The Borrower Borrowers may, upon written notice from time to time on any Business Day occurring after the Administrative Agent, terminate the unused portions time of the Term Commitmentsinitial Credit Extension hereunder, voluntarily reduce the amount of the Swing Line Loan Commitment Amount, the Revolving Loan Commitment Amount or the Letter of Credit SublimitCommitment Amount; provided, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative Currencyhowever, or from time to time permanently reduce the unused portions of the Term Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative Currency; provided that all such reductions (i) any such notice shall be received by the Administrative Agent five (5) Business Days prior to the date of termination or reduction, permanent and (ii) to the extent such reduction in the Commitment Amount requires a mandatory prepayment of Revolving Loans or Swing Line Loans pursuant to clause (k) of Section 3.1.1 (x) in the case of prepayments of Base Rate Loans (other than Swing Line Loans) shall require at least one Business Day's prior notice to the Paying Agent, and any such partial reduction of any Commitment Amount shall be in an aggregate a minimum amount of $1,000,000 or any whole and in an integral multiple of $1,000,000 500,000 or (y) in excess thereof the case of prepayments of LIBO Rate Loans, shall require at least three Business Days' prior notice to the Paying Agent, and any partial reduction of any Commitment Amount shall be in a minimum amount of $5,000,000 and in an integral multiple of $1,000,000. Any reduction of the Revolving Loan Commitment Amount which reduces the Revolving Loan Commitment Amount below (iiii) the Borrower shall not terminate Swing Line Loan Commitment Amount or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (Bii) the Letter of Credit Sublimit if, after giving effect thereto, Commitment Amount shall result in an automatic and corresponding reduction of the Outstanding Swing Line Loan Commitment Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the and/or Letter of Credit Sublimit, or Commitment Amount (C) as directed by the Alternative Currency Sublimit Parent in a notice to the Paying Agent delivered together with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount notice of Revolving Credit Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect to such Alternative Currency. Each voluntary reduction in the Revolving Credit Commitments hereunder shall be made, at the Borrower’s option, Loan Commitment Amount) to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders an aggregate amount not in accordance with their Pro Rata Shares. The Borrower shall pay to the Administrative Agent, in each case, for the account excess of the applicable LendersRevolving Loan Commitment Amount, as so reduced, without any further action on the date of each termination or reduction, any fees on the amount part of the Commitments so terminated Swing Line Lender or reduced accrued to but excluding the date of such termination or reductionany Issuer.

Optional. The Borrower Company may, upon written notice to the Administrative Agent, terminate the unused portions of the Term Aggregate (USD) Commitments, the Aggregate (MC) Commitments, the Alternative Currency Letter of Credit Sublimit, the Revolving Letter of Credit Commitments Sublimit or the Alternative Currency Sublimit with respect to any Alternative CurrencySwing Line Sublimit, or from time to time permanently reduce the unused portions of the Term Aggregate (USD) Commitments, the Aggregate (MC) Commitments, the Alternative Currency Letter of Credit Sublimit, the Revolving Letter of Credit Commitments Sublimit or the Alternative Currency Sublimit with respect to any Alternative CurrencySwing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent five (5) not later than 12:00 noon three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $1,000,000 100,000 119889268 in excess thereof and (iii) the Borrower Company shall not terminate or reduce (A) the Revolving Credit Facility Aggregate (USD) Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit (USD) Outstandings would exceed the Revolving Credit FacilityAggregate (USD) Commitments, (B) the Aggregate (MC) Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Outstanding Amount of all Committed (MC) Loans would exceed the Aggregate (MC) Commitments, (C) the Alternative Currency Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations with respect to Letters of Credit and Bankers’ Acceptances denominated in an Alternative Currency not fully Cash Collateralized hereunder would exceed the Alternative Currency Letter of Credit Sublimit, (D) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations with respect to Letters of Credit and Bankers’ Acceptances not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, Sublimit or (CE) the Alternative Currency Swing Line Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunderthereto, the Outstanding Amount of Revolving Credit Swing Line Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect to such Alternative Currency. Each reduction in the Revolving Credit Commitments hereunder shall be made, at the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay to the Administrative Agent, in each case, for the account of the applicable Lenders, on the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reductionSwing Line Sublimit.

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused portions of Revolving Credit Facility, the Term CommitmentsAlternative Currency Sublimit, the Letter of Credit Sublimit, the Revolving Credit Commitments Sublimit or the Alternative Currency Sublimit with respect to any Alternative CurrencySwing Line Sublimit, or from time to time permanently reduce the unused portions of Revolving Credit Facility, the Term CommitmentsAlternative Currency Sublimit, the Letter of Credit Sublimit, the Revolving Credit Commitments Sublimit or the Alternative Currency Sublimit with respect to any Alternative CurrencySwing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 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 Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments and Cash Collateralization of L/C Obligations hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (B) the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments and Cash Collateralization of L/C Obligations hereunder, the Total Revolving Credit Outstandings denominated in Alternative Currencies would exceed the Alternative Currency Sublimit, (C) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations with respect to all Letters of Credit not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (CD) the Alternative Currency Swing Line Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Swing Line Loans denominated in such Alternative Currency would exceed the Swing Line Sublimit, (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit with respect to such Alternative Currency. Each reduction in or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such sublimit shall be automatically reduced by the amount of such excess and (v) any notice of termination or reduction of the Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other transactions specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction provided in this Section. Any reduction of any Commitments hereunder shall be made, at applied to the Borrower’s option, to any applicable Class of Revolving Commitment of each applicable Lender according to its Applicable Percentage. To the extent practicable, each partial reduction in the Letter of Credit Commitments outstanding on such date Sublimit shall be allocated ratably among the applicable Lenders L/C Issuers in accordance with their Pro Rata Sharesrespective Letter of Credit Commitments (or as otherwise agreed among the Borrower and the L/C Issuers). The Borrower All fees accrued until the effective date of any termination of any applicable Facility or Commitments shall pay to the Administrative Agent, in each case, for the account of the applicable Lenders, be paid on the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the effective date of such termination or reductiontermination.

Optional. (i) The Borrower Company may, upon written notice to the Administrative Agent, terminate the unused portions of Aggregate Commitments under the Term Commitments, the Letter of Credit Sublimit, the U.S. Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative CurrencyFacility, or from time to time permanently reduce the unused portions of Aggregate Commitments under the Term Commitments, the Letter of Credit Sublimit, the U.S. Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative CurrencyFacility; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower Company shall not terminate or reduce (A) the Aggregate Commitments under the U.S. Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the U.S. Revolving Credit Facility. (ii) The Company may, upon notice to the Administrative Agent, terminate the Aggregate Commitments under the Multicurrency Revolving Credit Facility, or from time to time permanently reduce the Aggregate Commitments under the Multicurrency Revolving Credit Facility; provided that (Bi) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate Dollar Equivalent amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Letter of Company shall not terminate or reduce the Aggregate Commitments under the Multicurrency Revolving 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 Alternative Currency Sublimit with respect to any Alternative Currency Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Loans denominated in such Alternative Currency Total Outstandings would exceed the Alternative Currency Sublimit with respect to such Alternative Currency. Each reduction in Aggregate Commitments under the Multicurrency Revolving Credit Commitments hereunder shall be madeFacility, at the Borrower’s optionand (iv) if, after giving effect to any Class reduction of the Aggregate Commitments under the Multicurrency Revolving Credit Commitments outstanding on such date ratably among Facility, the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay to Letter of Credit Sublimit or the Administrative Agent, in each case, for the account of the applicable Lenders, on the date of each termination or reduction, any fees on Swing Line Sublimit exceeds the amount of the Aggregate Commitments so terminated or under the Multicurrency Revolving Credit Facility, such sublimit shall be automatically reduced accrued to but excluding by the date amount of such termination or reductionexcess.

Optional. The Borrower Borrowers may, upon written notice to the Administrative Agent, terminate the unused portions of the Term CommitmentsRevolving Credit Facility, the Letter of Credit Sublimit, the Revolving Credit Commitments Sublimit or the Alternative Currency Sublimit with respect to any Alternative CurrencySwing Line Sublimit, or from time to time permanently reduce the unused portions of the Term CommitmentsRevolving Credit Facility, the Letter of Credit Sublimit, the Revolving Credit Commitments Sublimit or the Alternative Currency Sublimit with respect to any Alternative CurrencySwing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 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 Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (B) the Letter of Credit Sublimit 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 Alternative Currency Swing Line Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Swing Line Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with Swing Line Sublimit. In addition, during the Availability Period in respect to such Alternative Currency. Each reduction in of the Revolving Credit Commitments hereunder shall be madeTerm Facility, at the Borrower’s optionBorrowers may, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay upon notice to the Administrative AgentAgent as set forth above, from time to time terminate (in each case, for whole or in part) the account unused portion of the applicable Lenders, aggregate Term Commitments. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the effective date of such termination or reductiontermination.

Optional. The Borrower Borrowers may, upon written notice to the Administrative Agent, terminate the unused portions Commitments of the Term Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative CurrencyClass, or from time to time permanently reduce the unused portions Commitments of the Term Commitmentsany Class, the Letter of Credit Sublimit, the Revolving Credit Commitments in each case without premium or the Alternative Currency Sublimit with respect to any Alternative Currencypenalty; provided that (i) any such notice shall be received by the Administrative Agent five three (53) Business Days prior to the date of termination or reductionreduction (unless the Administrative Agent agrees to a shorter period in its discretion), (ii) any such partial reduction shall be in an a minimum aggregate principal amount of $1,000,000 1,000,000, or any whole multiple of $1,000,000 250,000, in excess thereof and or, if less, the entire amount thereof and, (iii) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunderreduction of the Commitments, the Total Revolving Letter of Credit Outstandings would exceed Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess, (Biv) any reduction of the Performance L/C Participation Commitment may increase the amount available for Secured Bilateral Letter of Credit Facilities under Section 7.03(r)(iii) on a Dollar for Dollar basis (in a minimum amount of $5,000,000 and in increments of $5,000,000 in excess thereof) if so elected by the Lead Borrower in such written notice (it being understood that the omission of any such election to increase the amount available under Section 7.03(r)(iii) in such written notice shall result in no increase being applied to Section 7.03(r)(iii)), (v) prior to the Maturity Date for the Non-Extended Revolving Credit Commitments, all voluntary terminations or reductions of Revolving Credit Commitments shall be applied to the 2025 Extended Revolving Credit Commitments and Non-Extended Revolving Credit Commitments on a pro rata basis, (vi) all voluntary terminations or reductions of 2025 Extended Revolving Credit Agreements or Performance L/C Participation Commitments shall be applied to the 2025 Extended Revolving Credit Commitments and Performance L/C Participation Commitments on a pro rata basis and (vii) if, after giving effect to any reduction of the Performance L/C Participation Commitments, the Performance Letter of Credit Sublimit exceeds the amount of the Performance L/ C Participation Commitments, such Performance Letter of Credit Sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit if, after giving effect theretoor, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed Swing Line Sublimit or the Performance Letter of Credit Sublimit, or (C) Sublimit unless otherwise specified by the Alternative Currency Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunderapplicable Borrower. Notwithstanding the foregoing, the Outstanding Amount applicable Borrower may rescind or postpone any notice of Revolving Credit Loans denominated in termination of the Commitments if such Alternative Currency termination would exceed the Alternative Currency Sublimit with respect to such Alternative Currency. Each reduction in the Revolving Credit Commitments hereunder shall be made, at the Borrower’s option, to any Class have resulted from a refinancing of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay to the Administrative Agent, in each case, for the account all of the applicable LendersFacility, on the date of each termination which refinancing shall not be consummated or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reductionotherwise shall be delayed.

Optional. The Lead Borrower may, upon written notice delivery of a Notice of Prepayment/Commitment Reduction to the Administrative Agent, terminate the unused portions of the Term Commitments, the Letter of Credit Sublimit, the Revolving Credit Delayed Draw Term Commitments or the Alternative Currency Sublimit with respect to any Alternative CurrencyRevolving Credit Commitments, or from time to time permanently reduce the unused portions of the Term Commitments, the Letter of Credit Sublimit, the Delayed Draw Term Commitment or the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative CurrencyCommitments; provided that (i) any such notice shall be received by the Administrative Agent five at least three (53) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $1,000,000 in excess thereof thereof, and (iii) the Lead Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, Facility or (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Alternative Currency Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect to such Alternative Currency. Each termination or reduction in the Revolving Credit Commitments hereunder or the Delayed Draw Term Commitments under this Section 2.06(a) shall be made, at the Lead Borrower’s option, to any Class of Revolving Credit Commitments or Delayed Draw Term Commitment, as applicable, outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata SharesShares of such Class. The Borrower shall pay to the Administrative Agent, in each case, for the account of the applicable Lenders, on the date of each termination or reduction, any fees on the amount of the Revolving Credit Commitments or Delayed Draw Term Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any Notice of Prepayment/Commitment Reduction under Section 2.06(a) if such termination or reduction would have resulted from a refinancing of the Facilities or other contingent transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed.

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused portions of the Term Commitments, Commitments under the Letter of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to unused Commitments under any Alternative CurrencyTranche, or from time to time permanently reduce the unused portions of the Term Commitments, Commitments under the Letter of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to unused Commitments under any Alternative CurrencyTranche; provided that (i) any such notice shall be received by the Administrative Agent five three (53) Business Days (or such shorter period as the Administrative Agent shall agree in its reasonable discretion) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 500,000 or any whole multiple of $1,000,000 100,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility Commitments under any Tranche if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Revolving Credit FacilityFacility or (y) the Total Outstandings with respect to such Tranche would exceed the Commitments under such Tranche, or (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit. Any such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), or in which case such notice may be revoked by the Borrower (C) the Alternative Currency Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect to such Alternative Currency. Each reduction in the Revolving Credit Commitments hereunder shall be made, at the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay by written notice to the Administrative AgentAgent on or prior to the specified effective date) if such condition is not satisfied. For the avoidance of doubt, in each case, for the account (i) upon termination of the applicable LendersAggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) and the expiration with no pending drawings or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which arrangements reasonably satisfactory to the L/C Issuer that issued such Letters of Credit shall have been made), on this Agreement shall automatically terminate and the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reductionAdministrative Agent shall comply with Section 9.01(c) and Section 9.11.

Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused portions Commitments (with “unused” for this Section 2.06 meaning, for any portion of the Term Commitmentsany Commitment, the Letter that no Loans or participations in Letters of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with Swing Line Loans exist in respect to of such portion of such Commitment) of any Alternative CurrencyClass, or from time to time permanently reduce the unused portions Commitments of the Term Commitmentsany Class, the Letter of Credit Sublimit, the Revolving Credit Commitments in each case without premium or the Alternative Currency Sublimit with respect to any Alternative Currencypenalty; provided that (i) any such notice shall be received by the Administrative Agent five three (53) Business Days Day prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 5,000,000, or any whole multiple of $1,000,000 in excess thereof and or, if less, the entire amount thereof, (iii) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunderreduction of the Commitments, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (B) the Letter of Credit Sublimit ifor the Swing Line Sublimit exceeds the amount of the Revolving Credit Facilities, such sublimit shall be automatically reduced by the amount of such excess and (iv) prior to the Maturity Date for the Series C Revolving Credit Facility, after giving effect theretoto such reduction or termination, the Outstanding Amount Series A Revolving Credit Exposure and the Series B Revolving Credit Exposure of L/C Obligations each Series A Revolving Credit Lender and each Series B Revolving Credit Lender that is not fully Cash Collateralized hereunder would a Defaulting Lender (after giving effect to the reallocations referred to in Sections 2.03(p) and 2.04(h) as if such reallocations were to occur on such date) shall not exceed the Series A Revolving Credit Commitment of such Series A Revolving Credit Lender or the Series B Revolving Credit Commitment of such Series B Revolving Credit Lender, respectively. Except as provided above, the amount of any such Commitment reduction shall not be applied to the Letter of Credit SublimitSublimit or the Swing Line Sublimit unless otherwise specified by the Borrower provided, or (C) the Alternative Currency Sublimit with respect to further, that terminations of any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect to such Alternative Currency. Each reduction in the unused Revolving Credit Commitments hereunder shall be made, at made (x) prior to the Borrower’s option, Maturity Date applicable to any Class of the Series C Revolving Credit Commitments outstanding on such date ratably among the Series A Revolving Credit Commitments, the Series B Revolving Credit Commitments and the Series C Revolving Credit Commitments and (y) on and after the Maturity Date applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay to the Administrative AgentSeries C Revolving Credit Commitments ratable among the Series A Revolving Credit Commitments and the Series B Revolving Credit Commitments. Notwithstanding the foregoing, in each case, for the account Borrower may rescind or postpone any notice of termination of any Commitments if such termination would have resulted from a refinancing of all of the applicable LendersFacility, on the date of each termination which refinancing shall not be consummated or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reductionotherwise shall be delayed.

Optional. The Borrower Company may, upon written notice to the Administrative Agent, (x) terminate the unused portions of the Term CommitmentsRevolving Credit Facility, the Letter of Credit Sublimit, the Revolving Credit Commitments or Swing Line Sublimit, the Alternative Currency Sublimit with respect to any Alternative CurrencySublimit, or (y) from time to time permanently reduce the unused portions of the Term CommitmentsRevolving Credit Facility, the Letter of Credit Sublimit, the Revolving Credit Commitments or Swing Line Sublimit, the Alternative Currency Sublimit with respect or (z) prior to any Alternative Currencythe Delayed Draw Termination Date, terminate or permanently reduce the Delayed Draw Term Facility; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof thereof, and (iii) the Borrower Company shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit FacilityFacility (as so reduced), (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 SublimitSublimit (as so reduced), or (C) the Swing Line Sublimit if, after giving 63861415 effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit (as so reduced), (D) the Alternative Currency Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Loans denominated in such Alternative Currency Currencies would exceed the Alternative Currency Sublimit with respect to such Alternative Currency. Each reduction in (as so reduced), (E) the Revolving Credit Aggregate Dollar Tranche Commitments hereunder shall be madeif, at the Borrower’s option, after giving effect thereto and to any Class concurrent prepayments hereunder, the aggregate Outstanding Amount of Revolving Credit Dollar Tranche Loans would exceed the Aggregate Dollar Tranche Commitments outstanding on such date ratably among (as so reduced), or (F) the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay Aggregate Alternative Currency Tranche Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Administrative Agent, in each case, for aggregate Outstanding Amount of Alternative Currency Tranche Loans would exceed the account of the applicable Lenders, on the date of each termination or reduction, any fees on the amount of the Aggregate Alternative Currency Tranche Commitments (as so terminated or reduced accrued to but excluding the date of such termination or reductionreduced).

Optional. The Borrower may, upon written at least five Business Days’ irrevocable notice to the Administrative Agent (provided that, if a notice is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity, such notice may be revoked by the Borrower (by notice to the Administrative Agent) if such credit facilities do not become effective or such other transaction does not close, subject to the obligations of the Borrower under Section 9.04(c)), terminate in whole or reduce in part the unused portions of the Term B Commitments, the Letter of Credit Sublimit, the Unused Revolving Credit Commitments or and the Alternative Currency Sublimit with respect to any Alternative CurrencySynthetic L/C Deposit Commitments; provided, or from time to time permanently reduce the unused portions however, that each partial reduction of the Term Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments or the Alternative Currency Sublimit with respect to any Alternative Currency; provided that a Facility (i) any such notice shall be received by the Administrative Agent five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole an integral multiple of $1,000,000 500,000 in excess thereof and thereof, (ii) shall be made ratably among the Appropriate Lenders in accordance with their Commitments with respect to such Facility, (iii) after giving effect to any such reduction in respect of the Synthetic L/C Deposit Commitments, the remaining amount of the Synthetic L/C Deposit Commitments shall be equal to or greater than the Synthetic L/C Exposure at such time, (iv) the Borrower shall not terminate or reduce (A) the any Revolving Credit Facility Commitments, if, after giving effect thereto to such reduction and to any concurrent prepayments hereunderprepayment of the Loans in accordance with Section 2.06, the Total aggregate Revolving Credit Outstandings Exposure would exceed the aggregate Revolving Credit Facility, Commitments and (Bv) 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 Alternative Currency Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect to such Alternative Currency. Each termination or reduction in consisting of a re-pricing or a refinancing of all or substantially all of any such unutilized Commitments, the Revolving Credit Commitments hereunder shall be made, at the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay to the Administrative Agent, in each case, for the account ratable benefit of the applicable Appropriate Lenders, on the Call Premium, if any. The Borrower’s notice to the Administrative Agent shall designate the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date (which shall be a Business Day) of such termination or reduction, the amount of any partial reduction and the Call Premium, if any, and such termination or reduction of the relevant Commitments shall be effective on the date specified in the Borrower’s notice and shall reduce the relevant Commitments of the Appropriate Lenders proportionately in accordance with each such Appropriate Lender’s Pro Rata Share thereof.

Optional. The Borrower Borrowers may, upon written notice by the Borrower Representative (on behalf of the Borrowers) to the Administrative Agent, terminate the unused portions of the Commitments under any Term CommitmentsLoan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments or the Alternative Currency Sublimit with respect to under any Alternative CurrencyRevolving Credit Tranche, or from time to time permanently reduce the unused portions of the Commitments under any Term CommitmentsLoan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments or the Alternative Currency Sublimit with respect to under any Alternative CurrencyRevolving Credit Tranche; provided that (i) any such notice shall be received by the Administrative Agent five (5) Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 2,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof and (iii) the Borrower Borrowers shall not terminate or reduce (A) the Revolving Commitments under any Tranche of the Revolv- ing Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Revolv- ing Credit Outstandings would exceed the Revolving Credit FacilityFacility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized Collat- eralized hereunder would exceed the Letter of Credit Sublimit, Sublimit or (C) the Alternative Currency Swing Line Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Swing Line Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect Swing Line Sublimit. Any such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (includ- ing the effectiveness of other credit facilities), in which case such Alternative Currency. Each reduction in notice may be revoked by the Revolving Credit Commitments hereunder shall be made, at the Borrower’s option, to any Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay Repre- sentative (by written notice to the Administrative Agent, in each case, for Agent on or prior to the account of the applicable Lenders, on the date of each termination or reduction, any fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of specified effective date) if such termination or reductioncondition is not satisfied.