Common use of Optional Clause in Contracts

Optional. The Borrowers may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class; provided that (i) any such notice shall be received by the Administrative Agent three (3) 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 $100,000 in excess thereof, and (iii) the Borrowers shall not terminate or reduce any Class of Revolving Credit Commitments if, after giving effect to any concurrent repayment of the Revolving Credit Loans and Swing Line Loans of such Class, the aggregate Revolving Credit Exposure of all Lenders in respect of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, in which case such sublimit shall be automatically reduced by the amount of such excess. Notwithstanding the foregoing, the Borrowers 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 otherwise shall be delayed.

Optional. The Borrowers mayBorrower may at any time, without premium or penalty, upon written notice to the Administrative AgentAgent (or the Revolver Agent in the case of any notice in connection with any Revolving Credit Facilities, Revolving Credit Commitments, Revolving Credit Loans, Extended Revolving Credit Commitments or Loans thereunder or Incremental Revolving Credit Commitments), terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class; provided provided, that (i) any such notice shall be received by the Administrative Agent (or the Revolver Agent, as applicable) three (3) 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 that is an integral multiple of $100,000 in excess thereof, 1.0 million and not less than $1.0 million and (iii) the Borrowers Borrower shall not terminate or reduce any Class of Revolving Credit Commitments if, after giving effect to any concurrent repayment of the Revolving Credit Loans and Swing Line Loans of such Class, the aggregate Revolving Credit Exposure of all Lenders in respect of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have Borrower has made arrangements satisfactory to the Administrative Agent (or the Revolver Agent, as applicable) and the applicable L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, in which case such sublimit shall be automatically reduced by the amount of such excess. Notwithstanding the foregoing, the Borrowers 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 otherwise shall be delayed.

Optional. The Borrowers 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 of or the Alternative Currency Sublimit with respect to any ClassAlternative Currency, or from time to time permanently reduce the unused portions of the Term Commitments, the Letter of Credit Sublimit, the Revolving Credit Commitments of or the Alternative Currency Sublimit with respect to any ClassAlternative Currency; provided that (i) any such notice shall be received by the Administrative Agent three five (35) 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 $100,000 1,000,000 in excess thereof, thereof and (iii) the Borrowers 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 if, after giving effect to any concurrent repayment of outstanding on such date ratably among the Revolving Credit Loans and Swing Line Loans of such Class, the aggregate Revolving Credit Exposure of all applicable Lenders in respect of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory accordance with their Pro Rata Shares. The Borrower shall pay to the Administrative Agent and Agent, in each case, for the account of the applicable L/C Issuer with respect to such Letters Lenders, on the date of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) would exceed the aggregate Revolving Credit Commitments. The amount of each termination or reduction, any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds fees on the amount of the Revolving Credit Facility, in which case such sublimit shall be automatically Commitments so terminated or reduced by accrued to but excluding the amount date of such excess. Notwithstanding the foregoing, the Borrowers may rescind termination 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 otherwise shall be delayedreduction.

Optional. The Borrowers Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any ClassRevolving Tranche, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any ClassRevolving Tranche; provided that (i) any such notice shall be received by the Administrative Agent three (3) 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 $100,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Commitments under any Class Tranche of the Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent repayment of prepayments hereunder, (x) the Total Revolving Credit Loans and Swing Line Loans of such Class, the aggregate Revolving Credit Exposure of all Lenders in respect of Outstandings would exceed the Revolving Credit Facility or (excluding y) the portion of such Class of Total Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer Outstandings with respect to such Letters of Credit and such L/C Issuer has released Tranche would exceed the Revolving Credit Lenders from their participation obligations with respect to Commitments under such Letters of CreditTranche, or (B) would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unlessif, after giving effect to any reduction thereto, the Outstanding Amount of the Commitments, L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit 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 Swing Line Sublimit exceeds occurrence or non-occurrence of any event specified therein (including the amount effectiveness of the Revolving Credit Facilityother credit facilities), in which case such sublimit shall notice may be automatically reduced revoked by the amount Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. For the avoidance of such excess. Notwithstanding the foregoingdoubt, the Borrowers may rescind or postpone any notice of (i) upon termination of the Aggregate Commitments if 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 termination would Letters of Credit shall have resulted from a refinancingbeen made), which refinancing this Agreement shall not be consummated or otherwise automatically terminate and the Administrative Agent shall be delayedcomply with Section 9.01(c) and Section 9.11.

Optional. The Borrowers Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments Revolving Credit Facility, the Letter of any ClassCredit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the unused Commitments Revolving Credit Facility, the Letter of any ClassCredit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) 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 2,500,000 or any whole multiple of $100,000 500,000 in excess thereof, thereof and (iii) the Borrowers 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 Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Letter of Credit Sublimit and (iv) any reduction of Revolving Credit Commitments (including termination to $0) shall be made on a pro rata basis across all Classes of Revolving Credit Commitments, except to the extent that any Class of Revolving Credit Commitments if, after giving effect established pursuant to an Additional Credit Extension Amendment provides that it is entitled to less than pro rata treatment; provided that any concurrent repayment of the Revolving Credit Loans and Swing Line Loans of such Class, the aggregate Revolving Credit Exposure of all Lenders in respect of the Revolving Credit Facility (excluding the portion of such Class reduction of Revolving Credit Exposures attributable to outstanding Letters Commitments as a result of the establishment of Replacement Revolving Credit if and Commitments shall be applied solely to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) would exceed the aggregate Replaced Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, in which case such sublimit shall be automatically reduced by the amount of such excess. Notwithstanding the foregoing, the Borrowers 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 otherwise shall be delayed.

Optional. The Borrowers may, upon written notice by the Parent Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any ClassRevolving Tranche, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any ClassRevolving Tranche; provided that (i) any such notice shall be received by the Administrative Agent three (3) 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 $100,000 in excess thereof, thereof and (iii) the Borrowers shall not terminate or reduce (A) the Commitments under any Class Tranche of the Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent repayment of prepayments hereunder, (x) the Total Revolving Credit Loans and Swing Line Loans of such Class, the aggregate Revolving Credit Exposure of all Lenders in respect of Outstandings would exceed the Revolving Credit Facility or (excluding y) the portion of such Class of Total Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer Outstandings with respect to such Letters of Credit and such L/C Issuer has released Tranche would exceed the Revolving Credit Lenders from their participation obligations with respect to Commitments under such Letters of CreditTranche, or (B) would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unlessif, after giving effect to any reduction thereto, the Outstanding Amount of the Commitments, L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit 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 Swing Line Sublimit exceeds occurrence or non-occurrence of any event specified therein (including the amount effectiveness of the Revolving Credit Facilityother credit facilities), in which case such sublimit shall notice may be automatically reduced revoked by the amount Parent Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. For the avoidance of such excess. Notwithstanding the foregoingdoubt, the Borrowers may rescind or postpone any notice of (i) upon termination of the Aggregate Commitments if such 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 would of all Letters of Credit (other than Letters of Credit which have resulted from a refinancingbeen Cash Collateralized), which refinancing this Agreement shall not be consummated or otherwise automatically terminate and the Administrative Agent shall be delayedcomply with Section 9.01(c) and Section 9.11.

Optional. The 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 Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any ClassRevolving Tranche, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any ClassRevolving Tranche; provided that (i) any such notice shall be received by the Administrative Agent three (3) five 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 $100,000 500,000 in excess thereof, thereof and (iii) the Borrowers shall not terminate or reduce (A) the Commitments under any Class Tranche of the Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent repayment of prepayments hereunder, (x) the Total Revolving Credit Loans and Swing Line Loans of such Class, the aggregate Revolving Credit Exposure of all Lenders in respect of Outstandings would exceed the Revolving Credit Facility or (excluding y) the portion of such Class of Total Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer Outstandings with respect to such Letters Tranche would exceed the Revolving Credit Commitments under such Tranche, (B) the Letter of Credit and such Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) Obligations not fully Cash Collateralized hereunder would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or (C) the Swing Line Sublimit unlessif, after giving effect thereto and to any reduction of the Commitmentsconcurrent prepayments hereunder, the Letter Outstanding Amount of Credit Sublimit or Swing Line Loans would exceed the Swing Line Sublimit exceeds 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 amount occurrence or non-occurrence of any event specified therein (including the Revolving Credit Facilityeffectiveness of other credit facilities), in which case such sublimit shall notice may be automatically reduced revoked by the amount of such excess. Notwithstanding Borrower Representative (by written notice to the foregoing, Administrative Agent on or prior to the Borrowers may rescind or postpone any notice of termination of the Commitments specified effective date) if such termination would have resulted from a refinancing, which refinancing shall condition is not be consummated or otherwise shall be delayedsatisfied.

Optional. The 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 Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any ClassRevolving Credit Tranche, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any ClassRevolving Credit Tranche; provided that (i) any such notice shall be received by the Administrative Agent three (3) five 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 $100,000 500,000 in excess thereof, thereof and (iii) the Borrowers shall not terminate or reduce (A) the Commitments under any Class Tranche of the Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent repayment of prepayments hereunder, (x) the Total Revolving Credit Loans and Swing Line Loans of such Class, the aggregate Revolving Credit Exposure of all Lenders in respect of Outstandings would exceed the Revolving Credit Facility or (excluding y) the portion of such Class of Total Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer Outstandings with respect to such Letters Tranche would exceed the Revolving Credit Commitments under such Tranche, (B) the Letter of Credit and such Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) Obligations not fully Cash Collateralized hereunder would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or (C) the Swing Line Sublimit unlessif, after giving effect thereto and to any reduction of the Commitmentsconcurrent prepayments hereunder, the Letter Outstanding Amount of Credit Sublimit or Swing Line Loans would exceed the Swing Line Sublimit exceeds 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 amount occurrence or non-occurrence of any event specified therein (including the Revolving Credit Facilityeffectiveness of other credit facilities), in which case such sublimit shall notice may be automatically reduced revoked by the amount of such excess. Notwithstanding Borrower Representative (by written notice to the foregoing, Administrative Agent on or prior to the Borrowers may rescind or postpone any notice of termination of the Commitments specified effective date) if such termination would have resulted from a refinancing, which refinancing shall condition is not be consummated or otherwise shall be delayedsatisfied.

Optional. (i) The Borrowers mayBorrower shall 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 portion of the 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 Exposure. Any reduction or termination of the Revolving 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 termination. (ii) The Borrower may terminate the unused Commitments amount of the Revolving Commitment of any ClassLender 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 provisions of Section 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, interest, fees, indemnity or from time to time permanently reduce the unused Commitments of any Classother amounts); provided that (i) any such notice no Event of Default shall have occurred and be received by the Administrative Agent three (3) 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 $100,000 in excess thereof, and (iii) the Borrowers shall not terminate or reduce any Class of Revolving Credit Commitments if, after giving effect to any concurrent repayment of the Revolving Credit Loans and Swing Line Loans of such Class, the aggregate Revolving Credit Exposure of all Lenders in respect of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction termination shall not be applied deemed to be a waiver or release of any claim the Letter of Credit Sublimit or the Swing Line Sublimit unless, after giving effect to any reduction of the CommitmentsBorrower, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, in which case such sublimit shall be automatically reduced by the amount of such excess. Notwithstanding the foregoingAdministrative Agent, the Borrowers Issuing Bank, or any Lender may rescind or postpone any notice of termination of the Commitments if have against such termination would have resulted from a refinancing, which refinancing shall not be consummated or otherwise shall be delayedDefaulting Lender.

Optional. The Borrowers Borrower may, upon written notice (or telephonic notice promptly confirmed in writing) (an “Optional Termination/Reduction Notice”) to the Administrative Agent, terminate the unused Commitments of any ClassAggregate Revolving Commitments, or from time to time permanently reduce the unused Commitments of any ClassAggregate Revolving Commitments; provided that (i) any such notice Optional Termination/Reduction Notice shall be received by the Administrative Agent three (3) not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 5,000,000 or any whole multiple of $100,000 1,000,000 in excess thereof, and (iii) the Borrowers Borrower shall not terminate or reduce any Class of the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent repayment of the Revolving Credit Loans and Swing Line Loans of such Classprepayments hereunder, the aggregate Total Revolving Credit Exposure of all Lenders in respect of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) Outstandings would exceed the aggregate Aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit Facility, in which case such sublimit Sublimit shall be automatically reduced by the amount of such excess. Notwithstanding 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 foregoingeffectiveness 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 (or telephonic notice promptly confirmed in writing) 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 for the avoidance of doubt, the Borrowers may rescind Borrower shall remain obligated pursuant to the terms of this Agreement for any cost, expense or postpone loss (including those arising under Section 10.04) incurred by the Administrative Agent, any Lender, L/C Issuer or other Person in connection with any Optional Termination/Reduction Notice or revocation thereof). The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Any reduction of the Aggregate Revolving Commitments if such termination would have resulted from a refinancing, which refinancing shall not be consummated or otherwise shall be delayedapplied to the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination.

Optional. The Borrowers Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any ClassRevolving Tranche, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any ClassRevolving Tranche; provided that (i) any such notice shall be received by the Administrative Agent three (3) 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 $100,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Commitments under any Class Tranche of the Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent repayment of prepayments hereunder, (x) the Total Revolving Credit Loans and Swing Line Loans of such Class, the aggregate Revolving Credit Exposure of all Lenders in respect of Outstandings would exceed the Revolving Credit Facility or (excluding y) the portion of such Class of Total Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer Outstandings with respect to such Letters of Credit and such L/C Issuer has released Tranche would exceed the Revolving Credit Lenders from their participation obligations with respect to Commitments under such Letters of CreditTranche and (B) would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unlessif, after giving effect to any reduction thereto, the Outstanding Amount of the Commitments, L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit 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 Swing Line Sublimit exceeds occurrence or non-occurrence of any event specified therein (including the amount effectiveness of the Revolving Credit Facilityother credit facilities), in which case such sublimit shall notice may be automatically reduced revoked by the amount Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. For the avoidance of such excess. Notwithstanding the foregoingdoubt, the Borrowers may rescind or postpone any notice of (i) upon termination of the Aggregate Commitments if such 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 would of all Letters of Credit (other than Letters of Credit which have resulted from a refinancingbeen Cash Collateralized), which refinancing this Agreement shall not be consummated or otherwise automatically terminate and the Administrative Agent shall be delayedcomply with Article IX.

Optional. The Borrowers Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class; provided that (i) any such notice shall be received by the Administrative Agent three (3) 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 $100,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce any Class of reduce, (A) the Revolving Credit Commitments if, after giving effect thereto and to any concurrent repayment prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Credit Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of all L/C Obligations would exceed the Letter of Credit Sublimit or (C) the Swingline Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of all Swingline Loans would exceed the Swingline Sublimit; provided, further that upon any such partial reduction of the Revolving Credit Loans and Swing Line Loans of such Class, the aggregate Revolving Credit Exposure of all Lenders in respect of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters Letter of Credit if and to Sublimit or the extent that Swingline Sublimit, unless the Borrowers have made arrangements satisfactory to Borrower, the Administrative Agent and the applicable relevant L/C Issuer with respect to such Letters or the Swingline Lender, as the case may be, otherwise agree, the commitment of Credit and such each L/C Issuer has released or the Revolving Credit Lenders from their participation obligations with respect Swingline Lender to such issue Letters of Credit) would exceed Credit or extend Swingline Loans, as applicable, will be reduced proportionately by the aggregate Revolving Credit Commitmentsamount of such reduction. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Swingline Sublimit unless, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit Swingline Sublimit, as the case may be, exceeds the amount of the Revolving Credit Facility, in which case such sublimit shall be automatically reduced by the amount of such excess. Notwithstanding the foregoing, the Borrowers 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 otherwise shall be delayed.

Optional. The Borrowers may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent at least 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 1,000,000, or any whole multiple of $100,000 500,000 in excess thereof or, if less, the entire amount thereof, and (iii) any termination or permanent reduction of any Revolving Credit Commitments pursuant to this Section 2.06(a) shall be applied as directed by the Borrowers shall not terminate or reduce Borrower, including as to any Class of Extended Revolving Credit Commitments if, after giving effect to any concurrent repayment of the or existing Revolving Credit Loans and Swing Line Loans of such Class, the aggregate Revolving Credit Exposure of all Lenders in respect of the Revolving Credit Facility Commitments (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) would exceed the aggregate including any Incremental Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless), (iv) if, after giving effect to any reduction of the Revolving Credit Commitments, the Letter of Credit LC Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, in which case such sublimit shall be automatically reduced by the amount of such excessexcess and (v) in any event, the applicable Borrower shall not terminate or reduce the Revolving Credit Commitments if, after giving effect to any concurrent prepayment of the Revolving Credit Loans in accordance with Section 2.05, the Total Revolving Credit Exposure would exceed the Line Cap at such time. Notwithstanding the foregoing, the Borrowers Administrative Borrower may rescind or postpone any notice of termination of any Commitments prior to the Commitments effectiveness of such termination if such termination would have resulted from a refinancingrefinancing of all or a portion of the applicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or otherwise shall be delayed. Except as provided above, the amount of any such Revolving Credit Commitment reduction shall not be applied to the LC Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrowers.

Optional. The Borrowers Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments Revolving Credit Facility, the Letter of any ClassCredit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the unused Commitments Revolving Credit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit, in each case, in whole or in part, without premium or penalty and subject to any Classpayments 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. three (3) 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 $100,000 1,000,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce any Class of (A) the Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent repayment of prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Loans and Swing Line Loans of such ClassFacility, the aggregate Revolving Credit Exposure of all Lenders in respect of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of CreditB) would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit unlessif, after giving effect thereto and to any reduction of the Commitmentsconcurrent prepayments hereunder, the Letter Outstanding Amount of Credit Sublimit or Swing Line Loans would exceed the Swing Line Sublimit exceeds Sublimit. Notwithstanding anything to the amount contrary contained herein, any notice of termination may state that it is conditioned upon the Revolving Credit Facilityoccurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such sublimit 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 or the Revolving Credit 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 automatically reduced by the amount such Lender’s Applicable Revolving Credit Percentage of such excess. Notwithstanding the foregoing, the Borrowers 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 otherwise shall be delayedreduction amount.

Optional. The Borrowers Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments Revolving Credit Facility, the Letter of any ClassCredit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the unused Commitments Revolving Credit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit, in each case, in whole or in part, without premium or penalty and subject to any Classpayments required under Section 3.05; provided that (i) any such notice shall be received by the Administrative Agent three (3) not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 5,000,000 or any whole multiple of $100,000 1,000,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce any Class of (A) the Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent repayment of prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Loans and Swing Line Loans of such ClassFacility, the aggregate Revolving Credit Exposure of all Lenders in respect of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of CreditB) would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit unlessif, after giving effect thereto and to any reduction of the Commitmentsconcurrent prepayments hereunder, the Letter Outstanding Amount of Credit Sublimit or Swing Line Loans would exceed the Swing Line Sublimit exceeds Sublimit. Notwithstanding anything to the amount contrary contained herein, any notice of termination may state that it is conditioned upon the Revolving Credit Facilityoccurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such sublimit 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 or the Revolving Credit 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 automatically reduced by the amount such Lender’s Applicable Revolving Credit Percentage of such excess. Notwithstanding the foregoing, the Borrowers 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 otherwise shall be delayedreduction amount.

Optional. The Borrowers Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any ClassRevolving Tranche, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any ClassRevolving Tranche; provided that (i) any such notice shall be received by the Administrative Agent three (3) 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 $100,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Commitments under any Class Tranche of the Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent repayment of prepayments hereunder, (x) the Total Revolving Credit Loans and Swing Line Loans of such Class, the aggregate Revolving Credit Exposure of all Lenders in respect of Outstandings would exceed the Revolving Credit Facility or (excluding y) the portion of such Class of Total Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer Outstandings with respect to such Letters of Credit and such L/C Issuer has released Tranche would exceed the Revolving Credit Lenders from their participation obligations with respect to Commitments under such Letters of CreditTranche, or (B) would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unlessif, after giving effect to any reduction thereto, the Outstanding Amount of the Commitments, L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit 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 Swing Line Sublimit exceeds occurrence or non-occurrence of any event specified therein (including the amount effectiveness of the Revolving Credit Facilityother credit facilities), in which case such sublimit shall notice may be automatically reduced revoked by the amount Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. For the avoidance of such excess. Notwithstanding the foregoingdoubt, the Borrowers may rescind or postpone any notice of upon termination of the Aggregate Commitments if such 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 would of all Letters of Credit (other than Letters of Credit which have resulted from a refinancingbeen Cash Collateralized), which refinancing this Agreement shall not be consummated or otherwise automatically terminate and the Administrative Agent shall be delayedcomply with Section 9.01(c) and Section 9.11.

Optional. The Borrowers Company may, upon written notice to the Administrative Agent, terminate the unused Commitments Revolving Credit Facility, the Financial Letter of any Class, Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the unused Commitments Revolving Credit Facility, the Financial Letter of any ClassCredit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent three (3) not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 10,000,000 or any whole multiple of $100,000 1,000,000 in excess thereof, and (iii) the Borrowers Company shall not terminate or reduce any Class of (A) the Revolving Credit Commitments 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, (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit, and (iv) if, after giving effect to any concurrent repayment reduction or termination of the Revolving Credit Loans and Swing Line Loans of such Class, the aggregate Revolving Credit Exposure of all Lenders in respect of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) would exceed the aggregate Aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to , the Alternative Currency Sublimit, the Financial Letter of Credit Sublimit or the Swing Line Sublimit unless, after giving effect to any reduction of the CommitmentsSublimit, the Letter of Credit Designated Borrower Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit FacilityCommitments, in which case 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 applied 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, each partial reduction in the Financial Letter of Credit Sublimit shall be allocated ratably among the L/C Issuers in accordance with their respective Letter of Credit Commitments with respect to Financial Letters of Credit (or as otherwise agreed among the Company and the L/C Issuers). Notwithstanding the foregoing, the Borrowers may rescind or postpone if any such notice of complete termination indicates that such termination is to be funded with the proceeds of the Commitments a New Financing, such notice of complete termination may be revoked or delayed if such termination would have resulted from a refinancing, which refinancing shall New Financing is not be consummated or otherwise shall be delayedon the date specified in such notice.

Optional. The Borrowers Lead Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments Revolving Credit Facility, the Tranche 1 Revolving Credit Commitments, the Tranche 2 Revolving Credit Commitments, the Letter of any ClassCredit Sublimit or the Swing Line Loan Sublimit, or from time to time permanently reduce the unused Commitments Revolving Credit Facility, the Tranche 1 Revolving Credit Commitments, the Tranche 2 Revolving Credit Commitments, the Letter of any ClassCredit Sublimit or the Swing Line Loan Sublimit; provided that (i) any such notice shall be received by the Administrative Agent three (3) not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 5,000,000 or any whole multiple of $100,000 1,000,000 in excess thereof, thereof and (iii) the Borrowers Lead Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any Class of 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 repayment of the Revolving Credit Loans and Swing Line Loans of such Classprepayments hereunder, the aggregate Tranche 1 Revolving Credit Exposure of all Lenders in respect of the Tranche 1 Revolving Credit Facility (excluding Lenders would exceed the portion of such Class of Tranche 1 Revolving Credit Exposures attributable Commitments, (C) the Tranche 2 Revolving Credit Commitments if, after giving effect thereto and to outstanding Letters 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 if and to Sublimit if, after giving effect thereto, the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable Outstanding Amount of L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) Obligations not fully Cash Collateralized hereunder would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the L/C Obligations held by Citibank not fully Cash Collateralized hereunder would exceed the Citibank L/C Sublimit or (E) the Swing Line Loan Sublimit unlessif, after giving effect thereto and to any reduction of the Commitmentsconcurrent prepayments hereunder, the Letter Outstanding Amount of Credit Sublimit or Swing Line Loans would exceed the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, in which case such sublimit shall be automatically reduced by the amount of such excess. Notwithstanding the foregoing, the Borrowers 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 otherwise shall be delayedLoan Sublimit.

Optional. The Borrowers mayBorrower may at any time, without premium or penalty, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class; provided provided, that (i) any such notice shall be received by the Administrative Agent three (3) 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 that is an integral multiple of $100,000 in excess thereof, 1.0 million and not less than $1.0 million and (iii) the Borrowers Borrower shall not terminate or reduce any Class of Revolving Credit Commitments if, after giving effect to any concurrent repayment of the Revolving Credit Loans and Swing Line Loans of such Class, the aggregate Revolving Credit Exposure of all Lenders in respect of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have Borrower has made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, in which case such sublimit shall be automatically reduced by the amount of such excess. Notwithstanding the foregoing, the Borrowers 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 otherwise shall be delayed.

Optional. The Borrowers Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments Revolving Credit Facility or the Letter of any Class, Credit Subfacility or from time to time permanently reduce the unused Commitments Revolving Credit Facility or the Letter of any ClassCredit Subfacility; provided that (i) any such notice shall be received by the Administrative Agent three not later than 11:00 a.m. five (35) 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 $100,000 1,000,000 in excess thereof, and (iii) the Borrowers Borrower shall not terminate or reduce any Class of (A) the Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent repayment of prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Loans and Swing Line Loans Facility or (B) the Letter of such ClassCredit Subfacility if, after giving effect thereto, the aggregate Revolving Outstanding Amount of L/C Obligations would exceed the Letter of Credit Exposure Subfacility. The Administrative Agent will promptly notify the Lenders of all Lenders in respect any such notice of termination or reduction of the Revolving Credit Facility (excluding or the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters Letter of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer with respect to such Letters Subfacility. Any reduction of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction Facility shall not be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage, and upon any resulting reduction of the Letter of Credit Sublimit or the Swing Line Sublimit unless, after giving effect to any reduction of the CommitmentsSubfacility, the Letter of Credit Sublimit or of each L/C Issuer shall be reduced on a pro rata basis. All fees accrued until the Swing Line Sublimit exceeds the amount effective date of any termination of the Revolving Credit Facility, in which case such sublimit Facility shall be automatically reduced by paid on the amount effective date of such excesstermination. Notwithstanding the foregoingFollowing any such termination or reduction, the Borrowers Administrative Agent may rescind or postpone any notice of termination of in its discretion replace the Commitments if existing Schedule 2.01 with an amended and restated schedule that reflects all such termination would have resulted from a refinancing, which refinancing shall not be consummated or otherwise shall be delayedterminations and reductions.

Optional. The Borrowers Parent Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class; provided that (i) any such notice shall be received by the Administrative Agent three (3) 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 $100,000 in excess thereof, thereof and (iii) the Borrowers shall not terminate or reduce any Class of reduce, (A) the Revolving Credit Commitments if, after giving effect thereto and to any concurrent repayment prepayments hereunder, the Total Outstandings would exceed the Line Cap, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of all L/C Obligations would exceed the Letter of Credit Sublimit or (C) the Swingline Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of all Swingline Loans would exceed the Swingline Sublimit; provided, further, that, upon any such partial reduction of the Revolving Credit Loans and Swing Line Loans of such Class, the aggregate Revolving Credit Exposure of all Lenders in respect of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters Letter of Credit if and to Sublimit or the extent that Swingline Sublimit, unless the Borrowers have made arrangements satisfactory to Parent Borrower, the Administrative Agent and the applicable relevant L/C Issuer with respect to such Letters or the Swingline Lender, as the case may be, otherwise agree, the commitment of Credit and such each L/C Issuer has released or the Revolving Credit Lenders from their participation obligations with respect Swingline Lender to such issue Letters of Credit) would exceed Credit or extend Swingline Loans, as applicable, will be reduced proportionately by the aggregate Revolving Credit Commitmentsamount of such reduction. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Swingline Sublimit unless, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit Swingline Sublimit, as the case may be, exceeds the amount of the Revolving Credit Facility, in which case such sublimit shall be automatically reduced by the amount of such excess. Notwithstanding the foregoing, the Borrowers 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 otherwise shall be delayed.

Optional. The Borrowers 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 Commitments of any ClassAggregate Commitments, or from time to time permanently reduce the unused Aggregate Commitments of any Classor (y) prior to the Original Maturity Date, terminate the Original Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 10,000,000 or any whole multiple of $100,000 1,000,000 in excess thereof, and (iii) the Borrowers Borrower shall not (x) terminate or reduce any Class of Revolving Credit the Aggregate Commitments if, after giving effect thereto and to any concurrent repayment of the Revolving Credit Loans and Swing Line Loans of such Classprepayments hereunder, the aggregate Revolving Credit Exposure of all Lenders Total Outstandings would exceed the Aggregate Commitments or (y) terminate the Original Commitments if, after giving effect thereto and to any concurrent prepayments hereunder (including pursuant to Section 2.06(c)), there would be any Total Outstandings in respect of the Revolving Credit Facility Original Commitments and (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Creditiv) would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unlessif, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit FacilityAggregate Commitments, in which case such sublimit Sublimit shall be automatically reduced by the amount of such excess. Notwithstanding The Administrative Agent will promptly notify the foregoing, the Borrowers may rescind or postpone Lenders of any such notice of termination or reduction of the Aggregate Commitments if such termination would have resulted from a refinancing, which refinancing shall not be consummated or otherwise the Original Commitments. Any reduction of the Aggregate Commitments shall be delayedapplied to the Original Commitment and Extended Commitment of each Lender, ratably, according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Optional. The Borrowers Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class; provided that (i) any such notice shall be received by the Administrative Agent at least three (3) 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 $100,000 in excess thereof, thereof and (iii) the Borrowers shall not terminate or reduce any Class of Revolving Credit Commitments if, after giving effect to any concurrent repayment reduction of the Revolving Working Capital RC Commitments, the Letter of Credit Loans and Sublimit or the Swing Line Loans Sublimit exceeds the amount of the Working Capital RC Facility, such sublimit shall be automatically reduced by the amount of such Class, the aggregate Revolving Credit Exposure of all Lenders in respect of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) would exceed the aggregate Revolving Credit Commitmentsexcess. The amount of any such Working Capital RC Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless, after giving effect to unless otherwise specified by the Borrower. At the time of any termination or reduction of the Pre-Funded RC Commitments, the Letter of Credit Sublimit Administrative Agent shall request the Pre-Funded RC Deposit Bank to (and the Pre-Funded RC Deposit Bank agrees that it will promptly) withdraw from the Pre-Funded RC Deposit Account and to pay same over to the Administrative Agent, and the Administrative Agent shall return to the Pre-Funded RC Lenders (ratably in accordance with their respective Pro Rata Shares) their Pre-Funded RC Deposits in an aggregate amount equal to such reduction or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, in which case such sublimit shall be automatically reduced by the amount of such excessPre-Funded RC Commitment being terminated, as the case may be. Notwithstanding the foregoing, the Borrowers Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancingrefinancing in total of a Facility, which refinancing shall not be consummated or otherwise shall be delayed.

Optional. The Borrowers Borrower may, upon written notice to the Administrative Paying Agent, terminate the unused Commitments portions of any Classthe Letter of Credit Sublimit, the Committed Currency Sublimit, the Committed L/C Currency Sublimit or the unused Commitments, or from time to time permanently reduce the unused Commitments portions of any Classthe Letter of Credit Sublimit, the Committed Currency Sublimit, the Committed L/C Currency Sublimit or the unused Commitments; provided that (i) any such notice shall be received by the Administrative Paying Agent three (3) not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 10,000,000 or any whole multiple of $100,000 1,000,000 in excess thereof, and (iii) the Borrowers Borrower shall not terminate or reduce any Class the unused portions of Revolving the Letter of Credit Sublimit, the Committed Currency Sublimit, the Committed L/C Currency Sublimit or the unused Commitments if, after giving effect thereto and to any concurrent repayment of the Revolving Credit Loans and Swing Line Loans of such Classprepayments hereunder, the aggregate Revolving Credit Exposure of all Lenders in respect of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) Total Outstandings would exceed the aggregate Revolving Credit Aggregate Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless, and (iv) if, after giving effect to any reduction of the CommitmentsRevolving Credit Facility, the Letter of Credit Sublimit, the Swing Line Sublimit, the Committed Currency Sublimit or the Swing Line Committed L/C Currency Sublimit exceeds the amount of the Revolving Credit Facility, in which case such sublimit Letter of Credit Sublimit, Swing Line Sublimit, Committed Currency Sublimit or Committed L/C Currency Sublimit shall be automatically reduced by the amount of such excess. Notwithstanding the foregoing, the Borrowers 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 otherwise shall be delayed.

Optional. The Borrowers may, upon written notice Borrower Representative shall have the right to terminate or reduce the Administrative Agent, terminate the aggregate unused amount of either Tranche of Commitments of at any Class, or time and from time to time permanently reduce the unused Commitments of any Class; provided that (i) any such notice shall be received by the Administrative Agent without penalty or premium upon not less than three (3) Business Days prior written notice to the Administrative Agent of each such termination or reduction, 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 less than $5,000,000 and integral multiples of $1,000,000 in excess 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 (a “Commitment Reduction Notice”); provided, that any Commitment Reduction Notice may be conditioned upon the 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 be increased or reinstated. The Borrowers shall pay all fees on the Commitments subject to such termination or reduction accrued to the date of such reduction or termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $100,000 in excess thereof, and (iii) the Borrowers shall not terminate or reduce any Class of Revolving Credit Commitments if, after giving effect to any concurrent repayment of the Revolving Credit Loans and Swing Line Loans of such Class, the aggregate Revolving Credit Exposure of all Lenders in respect of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory Commitments to the Administrative Agent and for the applicable L/C Issuer with respect to such Letters account of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters Lenders. Any reduction of Credit) would exceed the aggregate Revolving Credit Commitments. The amount a Tranche of any such Commitment reduction Commitments shall not be applied to the Letter applicable Tranche of Credit Sublimit or the Swing Line Sublimit unless, after giving effect Commitments of each Lender according to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, in which case such sublimit shall be automatically reduced by the amount of such excess. Notwithstanding the foregoing, the Borrowers 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 otherwise shall be delayedits Applicable Commitment Percentage.

Optional. The Borrowers Parent Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class; provided that (i) any such notice shall be received by the Administrative Agent three five (35) 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 $100,000 1,000,000 in excess thereof, and (iii) the Borrowers Parent Borrower shall not terminate or reduce any Class of reduce, (A) the Revolving Credit Commitments if, after giving effect thereto and to any concurrent repayment of prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Credit Loans and Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of all L/C Obligations would exceed the Letter of Credit Sublimit or (C) the Swing Line Sublimit if, after giving effect thereto, the Outstanding Amount of all Swing Line Loans of would exceed the Swing Line Sublimit; provided, further, that, upon any such Class, the aggregate Revolving Credit Exposure of all Lenders in respect partial reduction of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters Letter of Credit if and to the extent that the Borrowers have made arrangements satisfactory to Sublimit, unless Parent Borrower, the Administrative Agent and the applicable relevant L/C Issuer with respect to such Letters otherwise agree, the commitment of Credit and such each L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such issue Letters of Credit) would exceed Credit will be reduced proportionately by the aggregate Revolving Credit Commitmentsamount of such reduction. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, in which case such sublimit shall be automatically reduced by the amount of such excess. Notwithstanding the foregoing, the Borrowers 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 otherwise shall be delayed.

Optional. The Borrowers may, upon written notice by the Parent Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any ClassRevolving Tranche, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any ClassRevolving Tranche; provided that (i) any such notice shall be received by the Administrative Agent three (3) 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 $100,000 (or the equivalent Dollar Amount) in excess thereof, thereof and (iii) the Borrowers shall not terminate or reduce (A) the Commitments under any Class Tranche of the Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent repayment of prepayments hereunder, (x) the Total Revolving Credit Loans and Swing Line Loans of such Class, Outstandings would exceed the aggregate Revolving Credit Exposure of all Lenders in respect of Aggregate Commitments under the Revolving Credit Facility or (excluding y) the portion of such Class of Total Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer Outstandings with respect to such Letters of Credit and such L/C Issuer has released Tranche would exceed the Revolving Credit Lenders from their participation obligations with respect to Commitments under such Letters of CreditTranche or (B) would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unlessif, after giving effect to any reduction thereto, the Outstanding Amount of the Commitments, L/C Obligations not Cash Collateralized hereunder would exceed the Letter of Credit Sublimit 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 Swing Line Sublimit exceeds occurrence or non-occurrence of any event specified therein (including the amount effectiveness of the Revolving Credit Facilityother credit facilities), in which case such sublimit shall notice may be automatically reduced revoked by the amount Parent Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. For the avoidance of such excess. Notwithstanding doubt, upon the foregoing, the Borrowers may rescind or postpone any notice of termination occurrence of the Commitments if such termination would have resulted from a refinancingTermination Date, which refinancing this Agreement shall not be consummated or otherwise automatically terminate and the Administrative Agent shall be delayedcomply with Section 9.01(c) and Section 9.11.

Optional. The Borrowers Initial Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class; provided that (i) any such notice shall be received by the Administrative Agent three two (32) 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 $100,000 in excess thereof, and (iii) the Borrowers shall not terminate or reduce any Class of Revolving Credit Commitments if, after giving effect to any concurrent repayment reduction of the Commitments, the Letter of Credit Sublimit exceeds the amount of the Revolving Credit Loans and Swing Line Loans Facility, such sublimit shall be automatically reduced by the amount of such Classexcess. Except as provided above, the aggregate Revolving Credit Exposure of all Lenders in respect of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unlessunless otherwise specified by the Initial Borrower. It is understood and agreed that (1) the 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 Class 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 to such repayment or reduction, the Existing Revolving Credit Loans of such Class are held by the Lenders of such Class on a pro rata basis in accordance with their 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 repayment of the Commitmentsany Loans made on such date, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the aggregate amount of the revolving credit exposure of any such Lender does not exceed the Existing Revolving Credit FacilityCommitment thereof (such revolving credit exposure and Revolving Credit Commitment being determined in each case, in which case such sublimit shall be automatically reduced by for the amount avoidance of doubt, exclusive of such excess. Notwithstanding the foregoing, the Borrowers may rescind or postpone Lender’s Extended Revolving Credit Commitment and any notice of termination of the Commitments if such termination would have resulted from a refinancing, which refinancing shall not be consummated or otherwise shall be delayedexposure in respect thereof).

Optional. The Borrowers Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any ClassRevolving Tranche, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any ClassRevolving Tranche; provided that (i) any such notice shall be received by the Administrative Agent three (3) 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 $100,000 (or the equivalent Dollar Amount) in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Commitments under any Class Tranche of the Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent repayment of prepayments hereunder, (x) the Total Revolving Credit Loans and Swing Line Loans of such Class, Outstandings would exceed the aggregate Revolving Credit Exposure of all Lenders in respect of Aggregate Commitments under the Revolving Credit Facility or (excluding y) the portion of such Class of Total Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer Outstandings with respect to such Letters of Credit and such L/C Issuer has released Tranche would exceed the Revolving Credit Lenders from their participation obligations with respect to Commitments under such Letters of CreditTranche or (B) would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unlessif, after giving effect to any reduction thereto, the Outstanding Amount of the Commitments, L/C Obligations not Cash Collateralized hereunder would exceed the Letter of Credit Sublimit 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 Swing Line Sublimit exceeds occurrence or non-occurrence of any event specified therein (including the amount effectiveness of the Revolving Credit Facilityother credit facilities), in which case such sublimit shall notice may be automatically reduced revoked by the amount Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. For the avoidance of such excess. Notwithstanding doubt, upon the foregoing, the Borrowers may rescind or postpone any notice of termination occurrence of the Commitments if such termination would have resulted from a refinancingTermination Date, which refinancing this Agreement shall not be consummated or otherwise automatically terminate and the Administrative Agent shall be delayedcomply with Section 9.01(c) and Section 9.11.

Optional. The Borrowers may, upon written notice by the Company to the Administrative Agent, terminate the unused Commitments Aggregate (USD) Commitments, the Aggregate (MC) Commitments, the Alternative Currency Letter of any ClassCredit Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the unused Commitments Aggregate (USD) Commitments, the Aggregate (MC) Commitments, the Alternative Currency Letter of any ClassCredit Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three (3) 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 $100,000 in excess thereof, thereof and (iii) the Borrowers Company shall not terminate or reduce any Class of Revolving Credit (A) the Aggregate (USD) Commitments if, after giving effect thereto and to any concurrent repayment of prepayments hereunder, the Revolving Credit Loans Total (USD) Outstandings would exceed the Aggregate (USD) Commitments, (B) the Aggregate (MC) Commitments if, after giving effect thereto and Swing Line Loans of such Classto any concurrent prepayments hereunder, the aggregate Revolving Credit Exposure Outstanding Amount of all Lenders in respect of Committed (MC) Loans would exceed the Revolving Credit Facility Aggregate (excluding MC) Commitments, (C) the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters Alternative Currency Letter of Credit if and to Sublimit if, after giving effect thereto, the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable Outstanding Amount of L/C Issuer Obligations with respect to such Letters of Credit and such 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 Issuer has released the Revolving Credit Lenders from their participation obligations Obligations with respect to such Letters of Credit) Credit and Bankers’ Acceptances not fully Cash Collateralized hereunder would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or (E) the Swing Line Sublimit unlessif, after giving effect to any reduction of the Commitmentsthereto, the Letter Outstanding Amount of Credit Sublimit or Swing Line Loans would exceed the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, in which case such sublimit shall be automatically reduced by the amount of such excess. Notwithstanding the foregoing, the Borrowers 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 otherwise shall be delayedSublimit.

Optional. The Borrowers may, upon written notice by the Company to the Administrative AgentAgent and without penalty or premium, terminate the unused Commitments Aggregate Revolving Credit Commitments, the Letter of any ClassCredit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the unused Commitments Aggregate Revolving Credit Commitments, the Letter of any ClassCredit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent three (3) not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 5,000,000 or any whole multiple of $100,000 1,000,000 in excess thereof, and (iii) the Borrowers shall not terminate or reduce any Class of (A) the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent repayment of prepayments hereunder, the Total Revolving Credit Loans and Swing Line Loans of such Class, the aggregate Revolving Credit Exposure of all Lenders in respect of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) Outstandings would exceed the aggregate Aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to , (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit unlessif, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit FacilityCommitments, in which case such sublimit Sublimit shall be automatically reduced by the amount of such excess. Notwithstanding The Administrative Agent will promptly notify the foregoing, the Borrowers may rescind or postpone 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 if such termination would have resulted from a refinancing, which refinancing shall not be consummated or otherwise shall be delayedapplied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

Optional. The Borrowers Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan Tranche or terminate the Letter of Credit Sublimit, the Swingline Sublimit or the unused Revolving Credit Commitments under any ClassRevolving Tranche, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan Tranche or permanently reduce the Letter of Credit Sublimit or the unused Revolving Credit Commitments under any ClassRevolving Tranche; provided that (i) any such notice shall be received by the Administrative Agent three (3) 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 $100,000 1,000,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Commitments under any Class Tranche of the Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent repayment of prepayments hereunder, (x) the Total Revolving Credit Loans and Swing Line Loans of such Class, the aggregate Revolving Credit Exposure of all Lenders in respect of Outstandings would exceed the Revolving Credit Facility or (excluding y) the portion of such Class of Total Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer Outstandings with respect to such Letters of Credit and such L/C Issuer has released Tranche would exceed the Revolving Credit Lenders from their participation obligations with respect to Commitments under such Letters of CreditTranche, (B) would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unlessif, after giving effect to any reduction thereto, the Outstanding Amount of the Commitments, L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swingline Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the outstanding Swingline Loans would exceed the 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 Swing Line Sublimit exceeds occurrence or non-occurrence of any event specified therein (including the amount effectiveness of the Revolving Credit Facilityother credit facilities), in which case such sublimit shall notice may be automatically reduced revoked or delayed by the amount of such excess. Notwithstanding Borrower (by written notice to the foregoing, Administrative Agent on or prior to the Borrowers may rescind or postpone any notice of termination of the Commitments specified effective date) if such termination would have resulted from a refinancing, which refinancing shall condition is not be consummated satisfied or otherwise shall be delayed.

Optional. The Borrowers Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any ClassAggregate Revolving Credit Commitment, the Tranche A-5 Term Loan Commitment, the Tranche A-7 Term Loan Commitment or the Term Loan Working Capital Commitment, or from time to time permanently reduce the unused Commitments of any ClassAggregate Revolving Credit Commitment, the Tranche A-5 Term Loan Commitment, the Tranche A-7 Term Loan Commitment or the Term Loan Working Capital Commitment; provided that (ia) any such notice shall be received by the Administrative Agent three (3) not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (iib) any such partial reduction shall be in an aggregate amount of $1,000,000 10,000,000 or any whole multiple of $100,000 1,000,000 in excess thereof, and (iiic) the Borrowers Borrower shall not terminate or reduce any Class of the Aggregate Revolving Credit Commitments Commitment if, after giving effect thereto and to any concurrent repayment of the Revolving Credit Loans and Swing Line Loans of such Classprepayments hereunder, the aggregate Total Revolving Credit Exposure of all Lenders in respect of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) Outstandings would exceed the aggregate Aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unlessCommitment, (d) if, after giving effect to any reduction of the CommitmentsRevolving Credit Commitment, the Letter of Credit Sublimit or the Swing Line Alternative Currency Sublimit exceeds the amount of the Aggregate Revolving Credit FacilityCommitment, in which case such sublimit Sublimit shall be automatically reduced by the amount of such excess, (e) [reserved], (f) the Borrower shall have no right to terminate 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, except the Aggregate Term Loan Working Capital Commitment as set forth in clause (ii) below. Notwithstanding Except as provided in the foregoingpreceding sentence, the Borrowers may rescind or postpone amount of any notice of termination of the Commitments if such termination would have resulted from a refinancing, which refinancing Revolving Credit Commitment reduction shall not be consummated or applied to the Alternative Currency Sublimit unless otherwise shall be delayedspecified by the Borrower.

Optional. (i) The Borrowers Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments portions of any Classthe Term Commitments, the Letter of Credit Sublimit, the Swing Line Sublimit or the unused Revolving Credit Commitments, or from time to time permanently reduce the unused Commitments portions of any Classthe Term Commitments, the Letter of Credit Sublimit, the Swing Line Sublimit or the unused Revolving Credit Commitments; provided that (i) any such notice shall be received by the Administrative Agent three (3) 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 $100,000 500,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce (A) any Class Tranche of Revolving Credit Commitments if, after giving effect thereto and to any concurrent repayment of prepayments hereunder and reallocations pursuant to 2.03(l), the Total Revolving Credit Outstandings allocable to such Tranche would exceed the Revolving Credit Loans and Swing Line Loans of such Class, the aggregate Revolving Credit Exposure of all Lenders Commitments 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 Facility Commitment or (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of CreditC) would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unlessif, after giving effect to any reduction thereto, the Outstanding Amount of the Commitments, L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit 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 Swing Line Sublimit exceeds occurrence or non-occurrence of any event specified therein (including the amount effectiveness of the Revolving Credit Facilityother credit facilities), in which case such sublimit shall notice may be automatically reduced revoked by the amount of such excess. Notwithstanding Borrower (by written notice to the foregoing, Administrative Agent on or prior to 2:00 p.m. (New York City time) on the Borrowers may rescind or postpone any notice of termination of the Commitments specified effective date) if such termination would have resulted from a refinancing, which refinancing shall condition is not be consummated or otherwise shall be delayedsatisfied.

Optional. The Borrowers Revolving Loan Borrower (or either Borrower, in the case of the Synthetic Letter of Credit Commitment Amount) may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently on any Business Day occurring after the Closing Date, voluntarily reduce the unused Commitments of any Class; provided that (i) any such notice shall be received by the Administrative Agent three (3) 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 $100,000 in excess thereof, and (iii) the Borrowers shall not terminate or reduce any Class of Revolving Credit Commitments if, after giving effect to any concurrent repayment of the Revolving Credit Loans and Loan Commitment Amount, the Swing Line Loans of such ClassLoan Commitment Amount, the aggregate Revolving Credit Exposure of all Lenders in respect of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters Letter of Credit if and to Commitment Amount or the extent that Synthetic Letter of Credit Commitment Amount on the Borrowers have made arrangements satisfactory Business Day so specified by such Borrower; provided that, all such reductions shall require at least one Business Day's prior notice to the Administrative Agent and the applicable L/C Issuer with respect to such Letters be permanent, and any partial reduction of Credit any Commitment Amount shall be in a minimum amount of $5,000,000 and such L/C Issuer has released in an integral multiple of $1,000,000. Any optional or mandatory reduction of the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) would exceed the aggregate Revolving Credit Commitments. The amount of any such Loan Commitment reduction shall not be applied Amount pursuant to the terms of this Agreement which reduces the Revolving Loan Commitment Amount below the sum of (i) the Swing Line Loan Commitment Amount and (ii) the Revolving Letter of Credit Sublimit or Commitment Amount shall result in an automatic and corresponding reduction of the Swing Line Sublimit unless, after giving effect to any reduction of the Commitments, the Loan Commitment Amount and/or Revolving Letter of Credit Sublimit or Commitment Amount (as directed by the Revolving Loan Borrower in a notice to the Administrative Agent delivered together with the notice of such 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 Sublimit exceeds Lender or any Issuer. In no event shall the Synthetic Letter of Credit Commitment Amount be reduced to an amount that is less than the Synthetic Letter of the Revolving Credit Facility, in which case such sublimit shall be automatically reduced by the amount of such excess. Notwithstanding the foregoing, the Borrowers 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 otherwise shall be delayedOutstandings.

Optional. The Borrowers Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class; provided that (i) any such notice shall be received by the Administrative Agent three two (32) 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 $100,000 in excess thereof, and (iii) the Borrowers shall not terminate or reduce any Class of Revolving Credit Commitments if, after giving effect to any concurrent repayment reduction of the Commitments, the Letter of Credit Sublimit exceeds the amount of the Revolving Credit Loans and Swing Line Loans Facility, such sublimit shall be automatically reduced by the amount of such Class, the aggregate Revolving Credit Exposure of all Lenders in respect of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) would exceed the aggregate Revolving Credit Commitmentsexcess. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unlessunless otherwise specified by the Borrower. It being understood and agreed that (1) the 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 Class 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 to such repayment or reduction, the Existing Revolving Credit Loans of such Class are held by the Lenders of such Class on a pro rata basis in accordance with their 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 repayment of the Commitmentsany Loans made on such date, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the aggregate amount of the revolving credit exposure of any such Lender does not exceed the Existing Revolving Credit FacilityCommitment thereof (such revolving credit exposure and Revolving Credit Commitment being determined in each case, in which case such sublimit shall be automatically reduced by for the amount avoidance of doubt, exclusive of such excess. Notwithstanding the foregoing, the Borrowers may rescind or postpone Lender’s Extended Revolving Credit Commitment and any notice of termination of the Commitments if such termination would have resulted from a refinancing, which refinancing shall not be consummated or otherwise shall be delayedexposure in respect thereof).

Optional. The Borrowers Parent Borrower may, upon written notice to the Administrative Agent, (x) terminate the unused Commitments Revolving Credit Facility, the Letter of any ClassCredit Sublimit, the Swing Line Sublimit or the Alternative Currency Sublimit, (y) from time to time permanently reduce the unused Commitments Revolving Credit Facility, the Letter of any ClassCredit Sublimit, the Swing Line Sublimit or the Alternative Currency Sublimit or (z) prior to the 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 three (3) not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 5,000,000 or any whole multiple of $100,000 1,000,000 in excess thereof, and (iii) the Borrowers Parent Borrower shall not terminate or reduce any Class of (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 (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 Sublimit (as so reduced), (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit (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 Alternative Currencies would exceed the Alternative Currency Sublimit (as so reduced), (E) the Aggregate Dollar Tranche Commitments if, after giving effect thereto and to any concurrent repayment of the Revolving Credit Loans and Swing Line Loans of such Classprepayments hereunder, the aggregate Revolving Credit Exposure Outstanding Amount of all Lenders in respect of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) Dollar Tranche Loans would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to Aggregate Dollar Tranche Commitments (as so reduced), or (F) the Letter of Credit Sublimit or the Swing Line Sublimit unlessAggregate Alternative Currency Tranche Commitments if, after giving effect thereto and to any reduction of the Commitmentsconcurrent prepayments hereunder, the Letter aggregate Outstanding Amount of Credit Sublimit or Alternative Currency Tranche Loans would exceed the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, in which case such sublimit shall be automatically reduced by the amount of such excess. Notwithstanding the foregoing, the Borrowers may rescind or postpone any notice of termination of the Aggregate Alternative Currency Tranche Commitments if such termination would have resulted from a refinancing, which refinancing shall not be consummated or otherwise shall be delayed(as so reduced).

Optional. The Borrowers Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments Revolving Credit Facility, the Financial/Commercial Letter of any ClassCredit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the unused Commitments Revolving Credit Facility, the Financial/Commercial Letter of any ClassCredit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent three (3) not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 10,000,000 or any whole multiple of $100,000 1,000,000 in excess thereof, and (iii) the Borrowers Borrower shall not terminate or reduce any Class of (A) the Revolving Credit Commitments 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 Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit, (iv) if, after giving effect to any concurrent repayment reduction or termination of the Revolving Credit Loans and Swing Line Loans of such Class, the aggregate Revolving Credit Exposure of all Lenders in respect of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) would exceed the aggregate Aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless, after giving effect to any reduction of the Commitments, the Financial/Commercial Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit FacilityCommitments, in which case such sublimit shall be automatically reduced by the amount of such excessexcess 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 applied to the applicable Commitment of each applicable Lender according to its Applicable Percentage. To the extent practicable, each partial reduction in the Financial/Commercial Letter of Credit Sublimit shall be allocated ratably among the L/C Issuers in accordance with their respective 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). 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, the Borrowers may rescind or postpone if any such notice of complete termination indicates that such termination is to be funded with the proceeds of the Commitments a New Financing, such notice of complete termination may be revoked or delayed if such termination would have resulted from a refinancing, which refinancing shall New Financing is not be consummated or otherwise shall be delayedon the date specified in such notice.

Optional. The Borrowers Company may, upon written notice to the Administrative Agent, terminate the unused Commitments Revolving Credit Facility, the Letter of any ClassCredit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the unused Commitments Revolving Credit Facility, the Letter of any ClassCredit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) 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 $100,000 1,000,000 in excess thereof, and (iii) the Borrowers Company shall not terminate or reduce any Class of the Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent repayment of prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Loans and Swing Line Loans of such Class, the aggregate Revolving Credit Exposure of all Lenders in respect of the Revolving Credit Facility Facility; (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Creditiv) would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unlessif, after giving effect to any reduction of the CommitmentsRevolving Credit Facility, the Swing Line Sublimit, the Letter of Credit Sublimit, the Bid Loan Sublimit or the Swing Line Bid Loan Requested Currency Sublimit exceeds the amount of the Revolving Credit Facility, in which the Swing Line Sublimit, the Letter of Credit Sublimit, the Bid Loan Sublimit or the Bid Loan Requested Currency Sublimit, as the case such sublimit 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. Notwithstanding The Administrative Agent will promptly notify the foregoingLenders 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 Borrowers may rescind or postpone Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by such Lender’s Applicable Revolving Credit Percentage of such reduction amount. All fees in respect of the Revolving Credit Facility accrued until the effective date of any notice of termination of the Commitments if such termination would have resulted from a refinancing, which refinancing shall not be consummated or otherwise Revolving Credit Facility shall be delayedpaid on the effective date of such termination.

Optional. The Borrowers Revolving Loan Borrower (or either Borrower, in the case of the Synthetic Letter of Credit Commitment Amount) may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently on any Business Day occurring after the Closing Date, voluntarily reduce the unused Commitments of any Class; provided that (i) any such notice shall be received by the Administrative Agent three (3) 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 $100,000 in excess thereof, and (iii) the Borrowers shall not terminate or reduce any Class of Revolving Credit Commitments if, after giving effect to any concurrent repayment of the Revolving Credit Loans and Loan Commitment Amount, the Swing Line Loans of such ClassLoan Commitment Amount, the aggregate Revolving Credit Exposure of all Lenders in respect of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters Letter of Credit if and to Commitment Amount or the extent that Synthetic Letter of Credit Commitment Amount on the Borrowers have made arrangements satisfactory Business Day so specified by such Borrower; provided that, all such reductions shall require at least one Business Day’s prior notice to the Administrative Agent and the applicable L/C Issuer with respect to such Letters be permanent, and any partial reduction of Credit any Commitment Amount shall be in a minimum amount of $5,000,000 and such L/C Issuer has released in an integral multiple of $1,000,000. Any optional or mandatory reduction of the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) would exceed the aggregate Revolving Credit Commitments. The amount of any such Loan Commitment reduction shall not be applied Amount pursuant to the terms of this Agreement which reduces the Revolving Loan Commitment Amount below the sum of (i) the Swing Line Loan Commitment Amount and (ii) the Revolving Letter of Credit Sublimit or Commitment Amount shall result in an automatic and corresponding reduction of the Swing Line Sublimit unless, after giving effect to any reduction of the Commitments, the Loan Commitment Amount and/or Revolving Letter of Credit Sublimit or Commitment Amount (as directed by the Revolving Loan Borrower in a notice to the Administrative Agent delivered together with the notice of such 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 Sublimit exceeds Lender or any Issuer. In no event shall the Synthetic Letter of Credit Commitment Amount be reduced to an amount that is less than the Synthetic Letter of the Revolving Credit Facility, in which case such sublimit shall be automatically reduced by the amount of such excess. Notwithstanding the foregoing, the Borrowers 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 otherwise shall be delayedOutstandings.

Optional. (i) The Borrowers may, upon written notice to the Administrative Agent, terminate the unused Commitments Multicurrency Revolving Credit Facility, the US Dollar Revolving Credit Facility, the Letter of any ClassCredit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the unused Commitments Multicurrency Revolving Credit Facility, US Dollar Revolving Credit Facility, the Letter of any ClassCredit Sublimit or the Swing Line Sublimit; provided that (ix) any such notice shall be received by the Administrative Agent three (3) not later than 11:00 A.M. on the date that is five 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 $100,000 500,000 in excess thereof, thereof and (iiiz) the Borrowers shall not terminate or reduce any Class of (A) the Multicurrency Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent repayment of prepayments hereunder, the Total Multicurrency RCF Outstandings would exceed the Multicurrency Revolving Credit Loans Facility, (B) the US Dollar Revolving Credit Facility if, after giving effect thereto and Swing Line Loans of such Classto any concurrent prepayments hereunder, the aggregate Revolving Credit Exposure of all Lenders in respect of Total US Dollar RCF Outstandings would exceed the US Dollar Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of CreditC) would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (D) the Swing Line Sublimit unlessif, after giving effect thereto and to any reduction of the Commitmentsconcurrent prepayments hereunder, the Letter Outstanding Amount of Credit Sublimit or Swing Line Loans would exceed the Swing Line Sublimit exceeds Sublimit. (ii) The Borrowers may, upon notice to the Administrative Agent, from time to time prior to the Acquisition Funding Date permanently reduce the Term A-1 Facility, the Term A-2 Facility, the 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 that is five Business Days prior to the date of termination or reduction and (y) any such partial reduction shall be in an aggregate amount of the Revolving Credit Facility, $1,000,000 or any whole multiple of $500,000 in which case such sublimit shall be automatically reduced by the amount of such excess. Notwithstanding the foregoing, the Borrowers 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 otherwise shall be delayedexcess thereof.

Optional. The Borrowers Company may, upon written notice to the Administrative Agent, terminate the unused Commitments Aggregate Commitments, the Alternative Currency Sublimit, the Designated Non-U.S. Borrower Sublimit, the Letter of Credit Sublimit (or any ClassL/C Issuer’s commitment thereunder) or the Swing Line Sublimit, or from time to time permanently reduce the unused Commitments Aggregate Commitments, the Alternative Currency Sublimit, the Designated Non-U.S. Borrower Sublimit, the Letter of Credit Sublimit (or any ClassL/C Issuer’s commitment thereunder) or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent three (3) not later than 11:00 a.m. five 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 $100,000 1,000,000 in excess thereof, thereof and (iii) the Borrowers Company shall not terminate or reduce any Class of Revolving Credit (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent repayment prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Commitments, (B) the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of the 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 Swing Line Loans of such Classto any concurrent prepayments hereunder, the aggregate Revolving Credit Exposure of all Lenders in respect of the Revolving Credit Facility (excluding the portion of such Class Outstanding Amount of Revolving Credit Exposures attributable Loans to outstanding Letters of Credit if and to the extent Designated Borrowers that the are not U.S. Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to Designated Non-U.S. Borrower Sublimit, (D) the Letter of Credit Sublimit (or the Swing Line Sublimit unlessany L/C Issuer’s commitment thereunder) if, after giving effect to any reduction thereto, the Outstanding Amount of the Commitments, L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit (or 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 (E) the Swing Line Sublimit exceeds the amount of the Revolving Credit Facilityif, in which case such sublimit shall be automatically reduced by the amount of such excess. Notwithstanding the foregoingafter giving effect thereto and to any concurrent prepayments hereunder, the Borrowers may rescind or postpone any notice Outstanding Amount of termination of Swing Line Loans would exceed the Commitments if such termination would have resulted from a refinancing, which refinancing shall not be consummated or otherwise shall be delayedSwing Line Sublimit.

Optional. The Borrowers Borrowing Agent may, upon written notice to the Administrative Agent, terminate the unused Aggregate USD Revolving Commitments, the Aggregate Multi-Currency Revolving Commitments of any Classand/or the Aggregate Specified Currency Revolving Commitments, or from time to time permanently reduce the unused Aggregate USD Revolving Commitments, the Aggregate Multi-Currency Revolving Commitments of any Classand/or the Aggregate Specified Currency Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent three (3) not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 10,000,000 or any whole multiple of $100,000 1,000,000 in excess thereof, and (iii) the Borrowers Borrowing Agent shall not terminate or reduce any Class of the Aggregate USD Revolving Credit Commitments if, after giving effect thereto and to any concurrent repayment of the Revolving Credit Loans and Swing Line Loans of such Classprepayments hereunder, the aggregate Total USD Revolving Credit Exposure of all Lenders in respect of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) Outstandings would exceed the aggregate Aggregate USD Revolving Credit Commitments. The amount of any such Commitment reduction , (iv) the Borrowing Agent shall not be applied terminate or reduce the Aggregate Multi-Currency Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Letter of Credit Sublimit Total Multi-Currency Revolving Outstandings would exceed the Aggregate Multi-Currency Revolving Commitments, (v) the Borrowing Agent shall not terminate or reduce the Swing Line Sublimit unlessAggregate Specified Currency Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Specified Currency Revolving Outstandings would exceed the Aggregate Specified Currency Revolving Commitments, and (vi) if, after giving effect to any reduction of the Aggregate USD Revolving Commitments, the Letter of Credit L/C-BA Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate USD Revolving Credit FacilityCommitments, in which case such the applicable sublimit shall be automatically reduced by the amount of such excess. Notwithstanding the foregoing, the Borrowers 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 otherwise shall be delayed.

Optional. The Borrowers Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments Revolving Credit Facility, the Letter of any ClassCredit Subfacility or the Swing Line Subfacility, or from time to time permanently reduce the unused Commitments Revolving Credit Facility, the Letter of any ClassCredit Subfacility or the Swing Line Subfacility; provided that (i) any such notice shall be received by the Administrative Agent three (3) not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 10,000,000 or any whole multiple of $100,000 1,000,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce any Class of (x) the Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent repayment prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (y) the Letter of Credit Subfacility if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Subfacility, or (z) the Swing Line Subfacility if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Subfacility. The Administrative Agent will promptly notify the Revolving Credit Lenders of any such notice of termination or reduction of the Revolving Credit Loans and Facility, Letter of Credit Subfacility or Swing Line Loans of such Class, the aggregate Revolving Credit Exposure of all Lenders in respect Subfacility. Any reduction of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage, and upon any resulting reduction of the Letter of Credit Sublimit or the Swing Line Sublimit unless, after giving effect to any reduction of the CommitmentsSubfacility, the Letter of Credit Sublimit or of each L/C Issuer shall be reduced on a pro rata basis. All fees accrued until the Swing Line Sublimit exceeds the amount effective date of any termination of the Revolving Credit Facility, in which case such sublimit Facility shall be automatically reduced by paid on the amount effective date of such excesstermination. Notwithstanding the foregoingFollowing any such termination or reduction, the Borrowers Administrative Agent may rescind or postpone any notice of termination of in its discretion replace the Commitments if existing Schedule 2.01 with an amended and restated schedule that reflects all such termination would have resulted from a refinancing, which refinancing shall not be consummated or otherwise shall be delayedterminations and reductions.

Optional. The Borrowers Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments Revolving Credit Facility, the Letter of any Class, Credit Subfacility or the Swing Line Subfacility or from time to time permanently reduce the unused Commitments Revolving Credit Facility, the Letter of any ClassCredit Subfacility or the Swing Line Subfacility; provided that (i) any such notice shall be received by the Administrative Agent three (3) not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Revolving Credit Facility shall be in an aggregate amount of $1,000,000 10,000,000 or any whole multiple of $100,000 1,000,000 in excess thereof, and (iii) the Borrowers Borrower shall not terminate or reduce any Class of (A) the Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent repayment prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (B) the Letter of Credit Subfacility if, after giving effect thereto, the Outstanding Amount of L/C Obligations would exceed the Letter of Credit Subfacility or (C) the Swing Line Subfacility if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Subfacility. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Revolving Credit Loans and Facility, the Letter of Credit Subfacility or the Swing Line Loans of such Class, the aggregate Revolving Credit Exposure of all Lenders in respect Subfacility. Any reduction of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage, and upon any resulting reduction of the Letter of Credit Sublimit or the Swing Line Sublimit unless, after giving effect to any reduction of the CommitmentsSubfacility, the Letter of Credit Sublimit or of each L/C Issuer shall be reduced on a pro rata basis. All fees accrued until the Swing Line Sublimit exceeds the amount effective date of any termination of the Revolving Credit Facility, in which case such sublimit Facility shall be automatically reduced by paid on the amount effective date of such excesstermination. Notwithstanding the foregoingFollowing any such termination or reduction, the Borrowers Administrative Agent may rescind or postpone any notice of termination of in its discretion replace the Commitments if existing Schedule 2.01 with an amended and restated schedule that reflects all such termination would have resulted from a refinancing, which refinancing shall not be consummated or otherwise shall be delayedterminations and reductions.

Optional. The Borrowers Timken may, upon written notice to the Administrative AgentPaying Agent by Timken, terminate the unused Commitments portions of any Classthe Letter of Credit Sublimit, the Committed Currency Sublimit, the Committed L/C Currency Sublimit or the unused Commitments, or from time to time permanently reduce the unused Commitments portions of any Classthe Letter of Credit Sublimit, the Committed Currency Sublimit, the Committed L/C Currency Sublimit or the unused Commitments; provided that (i) any such notice shall be received by the Administrative Paying Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 10,000,000 or any whole multiple of $100,000 1,000,000 in excess thereof, and (iii) the Borrowers Timken shall not terminate or reduce any Class the unused portions of Revolving the Letter of Credit Sublimit, the Committed Currency Sublimit, the Committed L/C Currency Sublimit or the unused Commitments if, after giving effect thereto and to any concurrent repayment of the Revolving Credit Loans and Swing Line Loans of such Classprepayments hereunder, the aggregate Revolving Credit Exposure of all Lenders in respect of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) Total Outstandings would exceed the aggregate Revolving Credit Aggregate Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless, and (iv) if, after giving effect to any reduction of the CommitmentsRevolving Credit Facility, the Letter of Credit Sublimit, the Swing Line Sublimit, the Committed Currency Sublimit or the Swing Line Committed L/C Currency Sublimit exceeds the amount of the Revolving Credit Facility, in which case such sublimit Letter of Credit Sublimit, Swing Line Sublimit, Committed Currency Sublimit or Committed L/C Currency Sublimit shall be automatically reduced by the amount of such excess. Notwithstanding ; provided further that such notice may state that such notice is conditioned upon the foregoingeffectiveness of other credit facilities, in which case such notice may be revoked by Timken (by notice to the Borrowers may rescind Co-Administrative Agents on or postpone any notice of prior to the specified termination of the Commitments date) if such termination would have resulted from a refinancing, which refinancing shall condition is not be consummated or otherwise shall be delayedsatisfied.

Optional. The Borrowers Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently on any Business Day occurring after the time of the initial Credit Extension hereunder, (a) voluntarily reduce the unused Commitments Swing Line Loan Commitment Amount, the Letter of any Class; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reductionCredit Commitment Amount, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $100,000 in excess thereof, and (iii) the Borrowers shall not terminate or reduce any Class of Revolving Credit Commitments if, after giving effect to any concurrent repayment of the Revolving Credit Loans and Swing Line Loans of such ClassLoan Commitment Amount (ratably in accordance with the Revolving A-1 Loan Commitment Amount, the aggregate Revolving Credit Exposure of all Lenders A-2 Loan Commitment Amount, the Other Revolving Loan Commitment Amount and the Designated Additional Revolving Loan Commitment Amount, as then in respect of effect), the Term E Loan Commitment Amount or the Term F Loan Commitment Amount or (b) voluntarily reduce the Revolving Credit Facility (excluding the portion of A-1 Loan Commitment Amount; provided, however, that all such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory reductions shall require at least three Business Days’ prior notice to the Administrative Agent and the applicable L/C Issuer with respect to such Letters be permanent, and any partial reduction of Credit any Commitment Amount shall be in a minimum amount of $1,000,000 and such L/C Issuer has released in an integral multiple of $100,000. Any reduction of the Revolving Credit Lenders from their participation obligations with respect to such Letters Loan Commitment Amount which reduces the Revolving Loan Commitment Amount below the sum of Credit(i) would exceed the aggregate Revolving Credit Commitments. The amount of any such Swing Line Loan Commitment reduction shall not be applied to Amount and (ii) the Letter of Credit Sublimit or Commitment Amount shall result in an automatic and corresponding reduction of the Swing Line Sublimit unlessLoan Commitment Amount and/or Letter of Credit Commitment Amount (as directed by the Borrower in a notice to the Administrative Agent delivered together with the notice of such 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 reduction LIBO Rate Loan on a day other than the last day of the CommitmentsInterest Period applicable thereto), (x) the Letter Revolving Lenders shall assign and assume outstanding Revolving Loans and participations in outstanding Letters of Credit Sublimit or so as to cause the Swing Line Sublimit exceeds amounts of such Revolving Loans and participations in Letters of Credit held by each Revolving Lender to conform to the amount respective Percentages of the Revolving Credit FacilityLoan Commitment of the Revolving Lenders and (y) concurrently with such assignments and assumptions, in which case all such sublimit Revolving Loans that are assumed by the Revolving Lenders of any Tranche shall be automatically reduced by the amount converted to Revolving Loans of such excess. Notwithstanding the foregoing, the Borrowers 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 otherwise shall be delayedTranche.

Optional. The Borrowers Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments Revolving Credit Commitments, the Letter of any ClassCredit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the unused Commitments Revolving Credit Commitments, the Letter of any ClassCredit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) 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 $100,000 1,000,000 in excess thereof, and (iii) the Borrowers 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 Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Letter of Credit Sublimit, (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 thereof under Section 3.05) and (v) any reduction of Revolving Credit Commitments (including termination to $0) shall be made on a pro rata basis across all Classes of Revolving Credit Commitments, except to the extent that any Class of Revolving Credit Commitments if, after giving effect established pursuant to an Additional Credit Extension Amendment provides that it is entitled to less than pro rata treatment; provided that any concurrent repayment of the Revolving Credit Loans and Swing Line Loans of such Class, the aggregate Revolving Credit Exposure of all Lenders in respect of the Revolving Credit Facility (excluding the portion of such Class reduction of Revolving Credit Exposures attributable to outstanding Letters Commitments as a result of the establishment of Replacement Revolving Credit if and Commitments shall be applied solely to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) would exceed the aggregate Replaced Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, in which case such sublimit shall be automatically reduced by the amount of such excess. Notwithstanding the foregoing, the Borrowers 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 otherwise shall be delayed.

Optional. The Borrowers Borrower may, upon written notice to the Administrative Agent, terminate the unused Aggregate Revolving Credit Commitments of any Classor the aggregate Term Loan Commitments, or from time to time permanently reduce the unused Aggregate Revolving Credit Commitments of any Classor the aggregate Term Loan Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 5,000,000 or any whole multiple of $100,000 1,000,000 in excess thereof, and (iii) the Borrowers Borrower shall not terminate or reduce any Class of the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent repayment of prepayments hereunder, the Total Revolving Credit Loans and Swing Line Loans of such Class, the aggregate Revolving Credit Exposure of all Lenders in respect of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) Outstandings would exceed the aggregate Aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit Sublimit, exceeds the amount of the Aggregate Revolving Credit FacilityCommitments, in which case such sublimit shall be automatically reduced by the amount of such excess. Notwithstanding The Administrative Agent will promptly notify the foregoing, the Borrowers may rescind or postpone Appropriate Lenders of any such notice of termination or reduction of any Commitments. Any reduction of the Aggregate Revolving Credit Commitments if such termination would have resulted from a refinancing, which refinancing shall not be consummated or otherwise shall be delayedapplied 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 until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

Optional. (i) The Borrowers Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (iA) any such notice shall be received by the Administrative Agent three (3) 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 $100,000 500,000, in excess thereofthereof or, and (iii) the Borrowers shall not terminate or reduce any Class of Revolving Credit Commitments if, after giving effect to any concurrent repayment of the Revolving Credit Loans and Swing Line Loans of such Classif less, the aggregate Revolving Credit Exposure of all Lenders in respect of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) would exceed the aggregate Revolving Credit Commitments. The entire amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, in which case such sublimit shall be automatically reduced by the amount of such excessthereof. Notwithstanding the foregoing, the Borrowers Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancingrefinancing of all of the applicable Facility or any other transaction, which refinancing or other transaction shall not be consummated or otherwise shall be delayed. (ii) The Borrower shall not terminate or reduce (A) the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.05, the Total Utilization of Revolving Commitments would exceed the total Revolving Commitments or (B) the Letter of Credit Sublimit if, after giving effect thereto, (1) the Letter of 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, (2) the 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 such 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 to any concurrent payment of Swing Line Loans in accordance with Section 2.06, the Total Utilization of Revolving Commitments with respect to Swing Line Loans would exceed the Swing Line Sublimit. 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 or a portion of the applicable Facility, which refinancing shall not be consummated or otherwise shall be delayed.

Optional. The Borrowers Borrower may, upon written notice to the Administrative Agent, terminate the unused portions of the Letter of Credit Sublimit, the Revolving Credit Commitments of any Classor the Delayed Draw Term Commitments, or from time to time permanently reduce the unused portions of the Letter of Credit Sublimit, the Revolving Credit Commitments of any Classor the Delayed Draw Term Commitments; provided that (i) any such notice shall be received by the Administrative Agent three (3) 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 $100,000 1,000,000 in excess thereof, and (iii) the Borrowers 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. Each termination or reduction in the Revolving Credit Commitments 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 if, after giving effect to any concurrent repayment of or Delayed Draw Term Commitments outstanding on such date ratably among the Revolving Credit Loans and Swing Line Loans applicable Lenders in accordance with their Pro Rata Shares of such Class, the aggregate Revolving Credit Exposure of all Lenders in respect of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory . The Borrower shall pay to the Administrative Agent and Agent, in each case, for the account of the applicable L/C Issuer with respect to such Letters Lenders, on the date of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) would exceed the aggregate Revolving Credit Commitments. The amount of each termination or reduction, any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds fees on the amount of the Revolving Credit Facility, in which case such sublimit shall be automatically Commitments or Delayed Draw Term Commitments so terminated or reduced by accrued to but excluding the amount date of such excess. Notwithstanding the foregoing, the Borrowers may rescind termination 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 otherwise shall be delayedreduction.

Optional. (i) The Borrowers Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments portions of any Classthe Term Commitments, the Letter of Credit Sublimit, the Swingline Sublimit or the unused Revolving Credit Commitments, or from time to time permanently reduce the unused Commitments portions of any Classthe Term Commitments, the Letter of Credit Sublimit, the Swingline Sublimit or the unused Revolving Credit Commitments; provided that (i) any such notice shall be received by the Administrative Agent three (3) 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 $100,000 500,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce (A) any Class Tranche of Revolving Credit Commitments if, after giving effect thereto and to any concurrent repayment of prepayments hereunder and reallocations pursuant to Section 2.03(l), the Total Revolving Credit Outstandings allocable to such Tranche would exceed the Revolving Credit Loans and Swing Line Loans of such Class, the aggregate Revolving Credit Exposure of all Lenders Commitments in respect of such Tranche, (B) the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters Letter of Credit if and to Sublimit if, after giving effect thereto, the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable Outstanding Amount of L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) Obligations not fully Cash Collateralized hereunder would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or (C) the Swing Line Swingline Sublimit unlessif, after giving effect to any thereto, the Outstanding Amount of Swingline Loans outstanding hereunder would exceed the 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 Commitments, occurrence or non-occurrence of any event specified therein (including the Letter effectiveness of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facilityother credit facilities), in which case such sublimit shall notice may be automatically reduced revoked by the amount of such excess. Notwithstanding Borrower (by written notice to the foregoing, Administrative Agent on or prior to 2:00 p.m. (New York City time) on the Borrowers may rescind or postpone any notice of termination of the Commitments specified effective date) if such termination would have resulted from a refinancing, which refinancing shall condition is not be consummated or otherwise shall be delayedsatisfied.

Optional. The Borrowers Borrower may, upon written notice to the Administrative Agent, terminate the unused Aggregate Revolving Credit Commitments of any Classor the Swing Line Sublimit, or from time to time permanently reduce the unused Aggregate Revolving Credit Commitments or the Swing Line Sublimit, in each case, of any Class; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $100,000 1,000,000 in excess thereof, and (iii) the Borrowers Borrower shall not terminate or reduce any Class of the Aggregate Revolving Credit Commitments of any Class if, after giving effect thereto and to any concurrent repayment prepayments hereunder, the Total Revolving Loan Outstanding of such Class would exceed the Aggregate Revolving Credit Loans and Swing Line Loans Commitments of such Class, provided that a notice of termination of the aggregate Aggregate Revolving Credit Exposure Commitments delivered by the Borrower may state that such notice is conditioned upon (i) the effectiveness of all Lenders another credit facility or the closing of a securities offering or (ii) a Change of Control, in respect of the Revolving Credit Facility which case such notice may be revoked by Borrower (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory by notice to the Administrative Agent and on or prior to the applicable L/C Issuer with 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 to such Letters of Credit and such L/C Issuer has released thereof under Section 3.05). The Administrative Agent will promptly notify the Revolving Credit Lenders from their participation obligations with respect to of any such Letters notice of Credit) would exceed termination or reduction of the aggregate Aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit FacilityCommitments, in which case such sublimit Swing Line Sublimit shall be automatically reduced by the amount of such excess. Notwithstanding the foregoing, the Borrowers 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 otherwise shall be delayed.

Optional. The Borrowers Borrower may, upon written notice to the Administrative Agent, terminate the unused Aggregate Revolving Credit Commitments of any Classor the Swing Line Sublimit, or from time to time permanently reduce the unused Aggregate Revolving Credit Commitments or the Swing Line Sublimit, in each case, of any Class; Class; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $100,000 1,000,000 in excess thereof, and (iii) the Borrowers Borrower shall not terminate or reduce any Class of the Aggregate Revolving Credit Commitments of any Class if, after giving effect thereto and to any concurrent repayment prepayments hereunder, the Total Revolving Loan Outstanding of such Class would exceed the Aggregate Revolving Credit Loans and Swing Line Loans Commitments of such Class, provided that a notice of termination of the aggregate Aggregate Revolving Credit Exposure Commitments delivered by the Borrower may state that such notice is conditioned upon (i) the effectiveness of all Lenders another credit facility or the closing of a securities offering or (ii) a Change of Control, in respect of the Revolving Credit Facility which case such notice may be revoked by Borrower (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory by notice to the Administrative Agent and on or prior to the applicable L/C Issuer with 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 to such Letters of Credit and such L/C Issuer has released thereof under Section 3.05). The Administrative Agent will promptly notify the Revolving Credit Lenders from their participation obligations with respect to of any such Letters notice of Credit) would exceed termination or reduction of the aggregate Aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit FacilityCommitments, in which case such sublimit Swing Line Sublimit shall be automatically reduced by the amount of such excess. Notwithstanding the foregoing, the Borrowers 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 otherwise shall be delayed.

Optional. The Borrowers may, upon written notice by the applicable Borrowers to the Administrative Applicable Agent, terminate the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any ClassRevolving Tranche, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any ClassRevolving Tranche; provided that (i) any such notice shall be received by the Administrative Applicable Agent three (3) Business Days (or such shorter period as the Applicable 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 Dollar Amount of which is equal to) $1,000,000 500,000 or any whole multiple of (or an amount the Dollar Amount of which is equal to) $100,000 in excess thereof, thereof and (iii) the Borrowers shall not terminate or reduce (A) the Commitments under any Class Tranche of the Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent repayment of prepayments hereunder, (x) the Total Revolving Credit Loans Outstandings and Swing Line Loans of such Class, the aggregate Revolving Credit Exposure of all Lenders in respect of Ancillary Outstandings would exceed the Revolving Credit Facility or (excluding y) the portion of such Class of Total Revolving Credit Exposures attributable to outstanding Letters of Credit if Outstandings and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer Ancillary Outstandings with respect to such Letters of Credit and such L/C Issuer has released Tranche would exceed the Revolving Credit Lenders from their participation obligations with respect to Commitments under such Letters of CreditTranche and (B) would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unlessif, after giving effect to any reduction thereto, the Outstanding Amount of the Commitments, L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit 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 Swing Line Sublimit exceeds occurrence or non-occurrence of any event specified therein (including the amount effectiveness of the Revolving Credit Facilityother credit facilities), in which case such sublimit shall notice may be automatically reduced revoked by the amount Borrowers (by written notice to the Applicable Agent on or prior to the specified effective date) if such condition is not satisfied. For the avoidance of such excess. Notwithstanding the foregoingdoubt, the Borrowers may rescind or postpone any notice of (i) upon termination of the Aggregate Commitments if such 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 would of all Letters of Credit (other than Letters of Credit which have resulted from a refinancingbeen Cash Collateralized), which refinancing this Agreement shall not be consummated or otherwise automatically terminate and the Applicable Agent shall be delayedcomply with Section 9.01(c) and Section 9.11.

Optional. The Borrowers may, upon written notice to the Administrative Agent, terminate the unused Aggregate Revolving Credit Commitments of or any ClassIncremental Term Commitments, or from time to time permanently reduce the unused Aggregate Revolving Credit Commitments of or any ClassIncremental Term Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 10,000,000 or any whole multiple of $100,000 1,000,000 in excess thereof, and (iii) the Borrowers shall not terminate or reduce any Class of the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent repayment of prepayments hereunder, the Total Revolving Credit Loans and Swing Line Loans of such Class, the aggregate Revolving Credit Exposure of all Lenders in respect of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) Outstandings would exceed the aggregate Aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit FacilityCommitments, in which case such sublimit Sublimit shall be automatically reduced by the amount of such excess. Notwithstanding The Administrative Agent will promptly notify the foregoing, Revolving Credit Lenders or the Borrowers may rescind or postpone applicable Incremental Term Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Any reduction of (x) the Aggregate Revolving Credit Commitments if such termination would have resulted from a refinancing, which refinancing shall not be consummated or otherwise shall be delayedapplied to the Revolving Credit Commitment of each Revolving Credit Lender or (y) the Incremental Term Commitments of any Class shall be applied to the Incremental Term Commitment of each Incremental Term Lender providing such Incremental Term Commitment, in each case according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments or the Incremental Term Commitments shall be paid on the effective date of such termination.

Optional. The 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 Loan Tranche, the Letter of Credit Sublimit or the unused Revolving Credit Commitments under any ClassRevolving Tranche, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit or the unused Revolving Credit Commitments under any ClassRevolving Tranche; provided that (i) any such notice shall be received by the Administrative Agent three (3) five 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) €2,000,000 or any whole multiple of €500,000 in excess thereof in respect of Commitments denominated in Euros and (y) $1,000,000 2,000,000 or any whole multiple of $100,000 500,000 in excess thereof, thereof in respect of Commitments denominated in Dollars and (iii) the Borrowers shall not terminate or reduce (A) the Commitments under any Class Tranche of the Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent repayment of prepayments hereunder, (x) the Total Revolving Credit Loans and Swing Line Loans of such Class, the aggregate Revolving Credit Exposure of all Lenders in respect of Outstandings would exceed the Revolving Credit Facility or (excluding y) the portion of such Class of Total Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer Outstandings with respect to such Letters of Credit and such L/C Issuer has released Tranche would exceed the Revolving Credit Lenders from their participation obligations with respect to Commitments under such Letters of CreditTranche or (B) would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unlessif, after giving effect to any reduction thereto, the Outstanding Amount of the Commitments, L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit 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 Swing Line Sublimit exceeds occurrence or non-occurrence of any event specified therein (including the amount effectiveness of the Revolving Credit Facilityother credit facilities), in which case such sublimit shall notice may be automatically reduced revoked by the amount of such excess. Notwithstanding Borrower Representative (by written notice to the foregoing, Administrative Agent on or prior to the Borrowers may rescind or postpone any notice of termination of the Commitments specified effective date) if such termination would have resulted from a refinancing, which refinancing shall condition is not be consummated or otherwise shall be delayedsatisfied.

Optional. The Borrowers Lead Borrower may, upon written notice to the Administrative Agent, terminate the unused portions of the Letter of Credit Sublimit, the Revolving Credit Commitments of any Classor the Delayed Draw Term Commitments, or from time to time permanently reduce the unused portions of the Letter of Credit Sublimit, the Revolving Credit Commitments of any Classor the Delayed Draw Term Commitments; provided that (i) any such notice shall be received by the Administrative Agent three (3) 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 $100,000 1,000,000 in excess thereof, and (iii) the Borrowers 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, 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. Each termination or reduction in the Revolving Credit Commitments or 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 if, after giving effect to any concurrent repayment of or Delayed Draw Term Commitments outstanding on such date ratably among the Revolving Credit Loans and Swing Line Loans applicable Lenders in accordance with their Pro Rata Shares of such Class, the aggregate Revolving Credit Exposure of all Lenders in respect of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory . The applicable Borrower shall pay to the Administrative Agent and Agent, in each case, for the account of the applicable L/C Issuer with respect to such Letters Lenders, on the date of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) would exceed the aggregate Revolving Credit Commitments. The amount of each termination or reduction, any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds fees on the amount of the Revolving Credit Facility, in which case such sublimit shall be automatically Commitments or Delayed Draw Term Commitments so terminated or reduced by accrued to but excluding the amount date of such excess. Notwithstanding the foregoing, the Borrowers may rescind termination 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 otherwise shall be delayedreduction.

Optional. The Borrowers Company may, upon written notice to the Administrative Agent, terminate the unused Commitments Aggregate (USD) Commitments, the Aggregate (MC) Commitments, the Alternative Currency Letter of any ClassCredit Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the unused Commitments Aggregate (USD) Commitments, the Aggregate (MC) Commitments, the Alternative Currency Letter of any ClassCredit Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon 150575819 three (3) 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 $100,000 in excess thereof, thereof and (iii) the Borrowers Company shall not terminate or reduce any Class of Revolving Credit (A) the Aggregate (USD) Commitments if, after giving effect thereto and to any concurrent repayment of prepayments hereunder, the Revolving Credit Loans Total (USD) Outstandings would exceed the Aggregate (USD) Commitments, (B) the Aggregate (MC) Commitments if, after giving effect thereto and Swing Line Loans of such Classto any concurrent prepayments hereunder, the aggregate Revolving Credit Exposure Outstanding Amount of all Lenders in respect of Committed (MC) Loans would exceed the Revolving Credit Facility Aggregate (excluding MC) Commitments, (C) the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters Alternative Currency Letter of Credit if and to Sublimit if, after giving effect thereto, the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable Outstanding Amount of L/C Issuer Obligations with respect to such Letters of Credit and such 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 Issuer has released the Revolving Credit Lenders from their participation obligations Obligations with respect to such Letters of Credit) Credit and Bankers’ Acceptances not fully Cash Collateralized hereunder would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or (E) the Swing Line Sublimit unlessif, after giving effect to any reduction of the Commitmentsthereto, the Letter Outstanding Amount of Credit Sublimit or Swing Line Loans would exceed the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, in which case such sublimit shall be automatically reduced by the amount of such excess. Notwithstanding the foregoing, the Borrowers 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 otherwise shall be delayedSublimit.

Optional. The Borrowers Company may, upon written notice to the Administrative Agent, terminate the unused Commitments Revolving Credit Facility, the Financial Letter of any Class, Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the unused Commitments Revolving Credit Facility, the Financial Letter of any ClassCredit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent three (3) not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 10,000,000 or any whole multiple of $100,000 1,000,000 in excess thereof, and (iii) the Borrowers Company shall not terminate or reduce any Class of (A) the Revolving Credit Commitments 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, (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit, and (iv) if, after giving effect to any concurrent repayment reduction or termination of the Revolving Credit Loans and Swing Line Loans of such Class, the aggregate Revolving Credit Exposure of all Lenders in respect of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) would exceed the aggregate Aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to , the Alternative Currency Sublimit, the Financial Letter of Credit Sublimit or the Swing Line Sublimit unless, after giving effect to any reduction of the CommitmentsSublimit, the Letter of Credit Designated Borrower Sublimit ​ or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit FacilityCommitments, in which case 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 applied 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, each partial reduction in the Financial Letter of Credit Sublimit shall be allocated ratably among the L/C Issuers in accordance with their respective Letter of Credit Commitments with respect to Financial Letters of Credit (or as otherwise agreed among the Company and the L/C Issuers). Notwithstanding the foregoing, the Borrowers may rescind or postpone 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 Agent as set forth above, from time to time terminate or permanently reduce the unused portion of the Commitments if such termination would have resulted from a refinancing, which refinancing shall not be consummated or otherwise shall be delayedTerm A US Commitments.

Optional. The Borrowers Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments Revolving Credit Facility, the Financial/Commercial Letter of any ClassCredit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the unused Commitments Revolving Credit Facility, the Financial/Commercial Letter of any ClassCredit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent three (3) not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 10,000,000 or any whole multiple of $100,000 1,000,000 in excess thereof, and (iii) the Borrowers Borrower shall not terminate or reduce any Class of (A) the Revolving Credit Commitments 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 Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit, (iv) if, after giving effect to any concurrent repayment reduction or termination of the Revolving Credit Loans and Swing Line Loans of such Class, the aggregate Revolving Credit Exposure of all Lenders in respect of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) would exceed the aggregate Aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless, after giving effect to any reduction of the Commitments, the Financial/Commercial Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit FacilityCommitments, in which case such sublimit shall be automatically reduced by the amount of such excessexcess 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 applied to the applicable Commitment of each applicable Lender according to its Applicable Percentage. To the extent practicable, each partial reduction in the Financial/Commercial Letter of Credit Sublimit shall be allocated ratably among the L/C Issuers in accordance with their respective 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). 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, the Borrowers may rescind or postpone 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 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 Commitments if such termination would have resulted from a refinancing, which refinancing shall not be consummated or otherwise shall be delayedaggregate Term A-2 Commitments.

Optional. The Borrowers Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments portions of any Classthe Swing Line Sublimit, the Letter of Credit Sublimit or the unused Revolving Credit Commitments, or from time to time permanently reduce the unused Commitments portions of any Classthe Swing Line Sublimit, the Letter of Credit Sublimit or the unused Revolving Credit Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 p.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 10,000,000 or any whole multiple of $100,000 1,000,000 in excess thereof, and (iii) the Borrowers Borrower shall not terminate or reduce any Class of (A) the Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent repayment of prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Loans and Swing Line Loans Facility, (B) the Letter of such ClassCredit Sublimit if, after giving effect thereto, the aggregate Revolving Credit Exposure Outstanding Amount of all Lenders in respect of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) Obligations not fully Cash Collateralized hereunder would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or (C) the Swing Line Sublimit unlessif, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit and (iv) to the extent practicable, each partial reduction of the Commitments, in the Letter of Credit Sublimit or 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 pursuant to this Section 2.06(b) if the sum of (x) the Swing Line Sublimit exceeds Exposure attributable to Swing Line Loans maturing after the 2025 Non-Extended Revolving Credit Commitment Maturity Date and (y) the L/C Exposure attributable to Letters of Credit expiring after the 2025 Non-Extended Revolving Credit Commitment Maturity Date would exceed the aggregate amount of the 2025 Extended Revolving Credit Facility, in which case such sublimit shall be automatically reduced by the amount of such excess. Notwithstanding the foregoing, the Borrowers 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 otherwise shall be delayedCommitments.

Optional. The Borrowers Borrower may, upon written notice to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any ClassRevolving Facility, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any ClassRevolving Facility; provided that (i) any such notice shall be received by the Administrative Agent three (3) five 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 $100,000 1,000,000 in excess thereofthereof 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 Borrowers Borrower shall not terminate or reduce (A) the Commitments under any Class of Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent repayment prepayments hereunder, the Dollar Amount of the Total Revolving Credit Outstandings under such Revolving Facility would exceed the Revolving Credit Loans and Swing Line Loans of such Class, the aggregate Revolving Credit Exposure of all Lenders Commitments in respect of such Revolving Facility, (B) the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters Letter of Credit if and to Sublimit if, after giving effect thereto, the extent that Dollar Amount of the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable Outstanding Amount of L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) Obligations not fully Cash Collateralized hereunder would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or (C) the Swing Line Swingline Sublimit unlessif, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Loans would exceed the 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 Commitments, occurrence or non-occurrence of any event specified therein (including the Letter effectiveness of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facilityother credit facilities), in which case such sublimit shall notice may be automatically reduced revoked by the amount of such excess. Notwithstanding Borrower (by written notice to the foregoing, Administrative Agent on or prior to the Borrowers may rescind or postpone any notice of termination of the Commitments specified effective date) if such termination would have resulted from a refinancing, which refinancing shall condition is not be consummated or otherwise shall be delayedsatisfied.

Optional. The 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 Loan Tranche, any Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any ClassRevolving Tranche, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any ClassRevolving Tranche; provided that (i) any such notice shall be received by the Administrative Agent three (3) five 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 $100,000 in excess thereof, equal to the applicable Threshold Amount and (iii) the Borrowers shall not terminate or reduce (A) the Commitments under any Class Tranche of the Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent repayment of prepayments hereunder, (x) the Total Revolving Credit Loans and Swing Line Loans of such Class, the aggregate Revolving Credit Exposure of all Lenders in respect of Outstandings would exceed the Revolving Credit Facility or (excluding y) the portion of such Class of Total Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer Outstandings with respect to such Letters Tranche would exceed the Revolving Credit Commitments under such Tranche, (B) the Letter of Credit and such Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) Obligations not fully Cash Collateralized hereunder would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or (C) the Swing Line Sublimit unlessif, after giving effect thereto and to any reduction of the Commitmentsconcurrent prepayments hereunder, the Letter Outstanding Amount of Credit Sublimit or any Swing Line Loans would exceed the Swing Line Sublimit exceeds 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 amount occurrence or non-occurrence of any event specified therein (including the Revolving Credit Facilityeffectiveness of other credit facilities), in which case such sublimit shall notice may be automatically reduced revoked by the amount of such excess. Notwithstanding Borrowers (by written notice from the foregoing, Borrower Representative to the Borrowers may rescind Administrative Agent on or postpone any notice of termination of prior to the Commitments specified effective date) if such termination would have resulted from a refinancing, which refinancing shall condition is not be consummated or otherwise shall be delayedsatisfied.

Optional. The Borrowers Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class; provided that (i) any such notice shall be received by the Administrative Agent three (3) 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 $100,000 1,000,000 in excess thereof, and (iii) the Borrowers Borrower shall not terminate or reduce any Class of Revolving Credit Commitments if, after giving effect to any concurrent repayment of the Revolving Credit Loans and Swing Line Loans of such Class, the aggregate Revolving Credit Exposure of all Lenders in respect of the such Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have Borrower has made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders Applicable Participants from their participation obligations with respect to such Letters of Credit) would exceed the aggregate Revolving Credit CommitmentsCommitments in respect of such Revolving Credit Facility. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, in which case such sublimit shall be automatically reduced by the amount of such excess. Notwithstanding the foregoing, the Borrowers 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 otherwise shall be delayed.

Optional. The Borrowers (i) From and after the Restatement Effective Date, the Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any ClassRevolving Credit Facility, or from time to time permanently reduce the unused Commitments of any ClassRevolving Credit Facility; provided that (iA) any such notice shall be received by the Administrative Agent three (3) not later than 10:00 a.m. five Business Days prior to the date of termination or reduction, ; (iiB) any such partial reduction shall be in an aggregate amount of $1,000,000 10,000,000 or any whole multiple of $100,000 1,000,000 in excess thereof, and ; (iiiC) the Borrowers Borrower shall not terminate or reduce any Class of the Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent repayment of prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Loans Facility; and Swing Line Loans of such Class, the aggregate Revolving Credit Exposure of all Lenders in respect of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of CreditD) would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unlessif, after giving effect to any reduction of the CommitmentsRevolving Credit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, in which case such sublimit Sublimit shall be automatically reduced by the amount of such excess. Notwithstanding ; (ii) The Administrative Agent will promptly notify the foregoing, the Borrowers may rescind or postpone Lenders of any such notice of termination or reduction of any Revolving Credit Commitment under clause (i) above. Any reduction of any Revolving Credit Commitment on or prior to March 31, 2011 and after June 27, 2011, shall be applied to the Class A Revolving Credit Commitment of each Class A Revolving Credit Lender according to its Applicable Percentage, and, once all Class A Revolving Credit Commitments have been reduced to zero, thereafter to the Class B Revolving Credit Commitment of each Class B Revolving Credit Lender according to its Applicable Percentage. Any reduction of any Revolving Credit Commitment after March 31, 2011 but prior to June 28, 2011, shall be applied, at the Borrower’s election, in the manner set forth in the preceding sentence, or to the Class B Revolving Credit Commitment of each Class B Revolving Credit Lender according to its Applicable Percentage, and, once all Class B Revolving Credit Commitments have been reduced to zero, thereafter to the Class A Revolving Credit Commitment of each Class A Revolving Credit Lender according to its Applicable Percentage; provided, that, if such termination would have resulted from a refinancing, which refinancing the Borrower shall not be consummated or otherwise state such an election in the notice given to the Administrative Agent under clause (i) above, such reduction shall be delayed.applied in the manner set forth in the preceding sentence. All fees accrued until the effective date of any termination of any Revolving Credit Commitment shall be paid on the effective date of such termination; and

Optional. The Borrowers Company may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Classthe(a) Revolving Credit Facility, or from time to time permanently reduce the unused Commitments of any ClassRevolving Credit Facility; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 10,000,000 or any whole multiple of $100,000 1,000,000 in excess thereof, and (iii) the Borrowers Company shall not terminate or reduce any Class of the Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent repayment of prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Loans and Swing Line Loans of such ClassFacility, the aggregate Revolving Credit Exposure of all Lenders in respect of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Creditiv) would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unlessif, after giving effect to any reduction of the CommitmentsRevolving Credit Facility, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Designated Borrower Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, in which each case such sublimit shall be automatically reduced by the amount of such excess. Notwithstanding The Administrative Agent will promptly notify the foregoing, the Borrowers may rescind or postpone Lenders of any such notice of termination or reduction of the Commitments if such termination would have resulted from a refinancingRevolving Credit Facility. Except as provided in clause (iv) of the immediately preceding sentence, which refinancing the amount of any reduction of the Revolving Credit Facility shall not be consummated applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Company. Any reduction of the Revolving Credit Facility shall be delayedapplied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Revolving Credit Facility shall be paid on the effective date of such termination. Mandatory. (i) The aggregate Term A Commitments shall be automatically and permanently reduced to zero on the date of the Term A Borrowing. The aggregate Term A-1 Commitments shall be automatically and permanently reduced to zero on the date of the Term A-1 Borrowing. (ii) The aggregate Term B Commitments shall be automatically and permanently reduced to zero on the date of the Term B Borrowing. The aggregate Term B-1 Commitments shall be automatically and permanently reduced to zero on the date of the Term B-1 Borrowing. The aggregate Term B-2 Commitments shall be automatically and permanently reduced to zero on the date of the Term B-2

Optional. The Borrowers Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any ClassRevolving Tranche, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any ClassRevolving Tranche; provided that (i) any such notice shall be received by the Administrative Agent three (3) 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 $100,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Commitments under any Class Tranche of the Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent repayment of prepayments hereunder, (x) the Total Revolving Credit Loans and Swing Line Loans of such Class, the aggregate Revolving Credit Exposure of all Lenders in respect of Outstandings would exceed the Revolving Credit Facility or (excluding y) the portion of such Class of Total Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer Outstandings with respect to such Letters of Credit and such L/C Issuer has released Tranche would exceed the Revolving Credit Lenders from their participation obligations with respect to Commitments under such Letters of CreditTranche and (B) would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unlessif, after giving effect to any reduction thereto, the Outstanding Amount of the Commitments, L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit 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 Swing Line Sublimit exceeds occurrence or non-occurrence of any event specified therein (including the amount effectiveness of the Revolving Credit Facilityother credit facilities), in which case such sublimit shall notice may be automatically reduced revoked by the amount Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. For the avoidance of such excess. Notwithstanding the foregoingdoubt, the Borrowers may rescind or postpone any notice of (i) upon termination of the Aggregate Commitments if such and payment in full of all Obligations (other than Excluded Obligations) in cash and in immediately available funds and the expiration without any pending drawing or termination would of all Letters of Credit (other than Letters of Credit which have resulted from a refinancingbeen Cash Collateralized), which refinancing this Agreement shall not be consummated or otherwise automatically terminate and the Administrative Agent shall be delayedcomply with Article IX.

Optional. The Borrowers Company may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Classthe(a) Revolving Credit Facility, or from time to time permanently reduce the unused Commitments of any ClassRevolving Credit Facility; provided that (i) any such notice shall be received by the Administrative Agent three (3) not later than 12:00 noon five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 10,000,000 or any whole multiple of $100,000 1,000,000 in excess thereof, and (iii) the Borrowers Company shall not terminate or reduce any Class of the Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent repayment of prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Loans and Swing Line Loans of such ClassFacility, the aggregate Revolving Credit Exposure of all Lenders in respect of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Creditiv) would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unlessif, after giving effect to any reduction of the CommitmentsRevolving Credit Facility, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Designated Borrower Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, in which each case such sublimit shall be automatically reduced by the amount of such excess. Notwithstanding The Administrative Agent will promptly notify the foregoing, the Borrowers may rescind or postpone Lenders of any such notice of termination or reduction of the Commitments if such termination would have resulted from a refinancingRevolving Credit Facility. Except as provided in clause (iv) of the immediately preceding sentence, which refinancing the amount of any reduction of the Revolving Credit Facility shall not be consummated applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Company. Any reduction of the Revolving Credit Facility shall be delayedapplied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Revolving Credit Facility shall be paid on the effective date of such termination. Mandatory. (i) The aggregate Term A Commitments shall be automatically and permanently reduced to zero on the date of the Term A Borrowing. (ii) The aggregate Term B Commitments shall be automatically and permanently reduced to zero on the date of the Term B Borrowing.

Optional. The Borrowers Borrower may, upon written notice (or telephonic notice promptly confirmed in writing) (an “Optional Termination/Reduction Notice”) to the Administrative Agent, terminate the unused Commitments of any ClassAggregate Revolving Commitments, or from time to time permanently reduce the unused Commitments of any ClassAggregate Revolving Commitments; provided that (i) any such notice Optional Termination/Reduction Notice shall be received by the Administrative Agent three (3) not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 5,000,000 or any whole multiple of $100,000 1,000,000 in excess thereof, and (iii) the Borrowers Borrower shall not terminate or reduce any Class of the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent repayment of the Revolving Credit Loans and Swing Line Loans of such Classprepayments hereunder, the aggregate Total Revolving Credit Exposure of all Lenders in respect of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) Outstandings would exceed the aggregate Aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless, (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the aggregate Designated Borrower Sublimit for all Designated Borrowers exceeds the amount of the Aggregate Revolving Commitments, the aggregate Designated Borrower Sublimit shall be automatically reduced by the amount of such excess (such reduction to be applied on a proportionate basis across each Designated Borrower Sublimit) and, (v) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the aggregate ▇▇▇▇▇ Borrower Sublimits for all ▇▇▇▇▇ Borrowers exceeds the amount of the Aggregate Revolving Commitments, the aggregate ▇▇▇▇▇ Borrower Sublimits shall be automatically reduced by the amount of such excess (such reduction to be applied on a proportionate basis across each ▇▇▇▇▇ Borrower Sublimit) and (vi) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit Facility, in which case such sublimit Sublimit shall be automatically reduced by the amount of such excess. Notwithstanding 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 foregoingeffectiveness 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 (or telephonic notice promptly confirmed in writing) 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 for the avoidance of doubt, the Borrowers may rescind Borrower shall remain obligated pursuant to the terms of this Agreement for any cost, expense or postpone loss (including those arising under Section 10.04) incurred by the Administrative Agent, any Lender, L/C Issuer or other Person in connection with any Optional Termination/Reduction Notice or revocation thereof). The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Any reduction of the Aggregate Revolving Commitments if such termination would have resulted from a refinancing, which refinancing shall not be consummated or otherwise shall be delayedapplied to the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination.

Optional. The Borrowers Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class; provided that (i) any such notice shall be received by the Administrative Agent three two (32) Business Days prior to the date of termination or reduction, reduction and (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $100,000 in excess thereof, . It being understood and agreed that (iii1) the Borrowers shall not terminate Borrower may allocate any termination or reduce reduction of Commitments among Classes of Commitments at its direction (including, for the avoidance of doubt, to the Commitments with respect to any Class of Extended Revolving Credit Commitments ifwithout 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 to such repayment or reduction, the Existing Revolving Credit Loans of such Class are held by the Lenders of such Class on a pro rata basis in accordance with their Existing Revolving Credit Commitments of such Class after giving effect to such reduction; provided that after giving effect to any concurrent such reduction and to the repayment of the Revolving Credit any Loans and Swing Line Loans of made on such Classdate, the aggregate Revolving Credit Exposure of all Lenders in respect amount of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) would exceed the aggregate Revolving Credit Commitments. The amount revolving credit exposure of any such Commitment reduction shall Lender does not be applied to exceed the Letter of Credit Sublimit or the Swing Line Sublimit unless, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Existing Revolving Credit FacilityCommitment thereof (such revolving credit exposure and Revolving Credit Commitment being determined in each case, in which case such sublimit shall be automatically reduced by for the amount avoidance of doubt, exclusive of such excess. Notwithstanding the foregoing, the Borrowers may rescind or postpone Lender’s Extended Revolving Credit Commitment and any notice of termination of the Commitments if such termination would have resulted from a refinancing, which refinancing shall not be consummated or otherwise shall be delayedexposure in respect thereof).

Optional. The Borrowers Company may, upon written notice to the Administrative Agent, terminate the unused Commitments Aggregate (USD) Commitments, the Aggregate (MC) Commitments, the Alternative Currency Letter of any ClassCredit Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the unused Commitments Aggregate (USD) Commitments, the Aggregate (MC) Commitments, the Alternative Currency Letter of any ClassCredit Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three (3) 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 $100,000 in excess thereof, thereof and (iii) the Borrowers Company shall not terminate or reduce any Class of Revolving Credit (A) the Aggregate (USD) Commitments if, after giving effect thereto and to any concurrent repayment of prepayments hereunder, the Revolving Credit Loans Total (USD) Outstandings would exceed the Aggregate (USD) Commitments, (B) the Aggregate (MC) Commitments if, after giving effect thereto and Swing Line Loans of such Classto any concurrent prepayments hereunder, the aggregate Revolving Credit Exposure Outstanding Amount of all Lenders in respect of Committed (MC) Loans would exceed the Revolving Credit Facility Aggregate (excluding MC) Commitments, (C) the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters Alternative Currency Letter of Credit if and to Sublimit if, after giving effect thereto, the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable Outstanding Amount of L/C Issuer Obligations with respect to such Letters of Credit and such 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 Issuer has released the Revolving Credit Lenders from their participation obligations Obligations with respect to such Letters of Credit) Credit and Bankers’ Acceptances not fully Cash Collateralized hereunder would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or (E) the Swing Line Sublimit unlessif, after giving effect to any reduction of the Commitmentsthereto, the Letter Outstanding Amount of Credit Sublimit or Swing Line Loans would exceed the Swing Line Sublimit exceeds Sublimit. In addition, during the amount Term Loan Draw Period, 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 Revolving Credit Facility, in which case such sublimit shall be automatically reduced by the amount of such excess. Notwithstanding the foregoing, the Borrowers 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 otherwise shall be delayedAggregate Term Loan Commitments.

Optional. The Borrowers Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments Aggregate Revolving Credit Commitments, the Letter of any ClassCredit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the unused Commitments Aggregate Revolving Credit Commitments, the Letter of any ClassCredit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) 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 $100,000 500,000 in excess thereof, and (iii) thereof or such lesser amount as is equal to the Borrowers shall not terminate or reduce any Class of Revolving Credit Commitments if, after giving effect to any concurrent repayment entire unused balance of the Revolving Credit Loans and Swing Line Loans of such Class, the aggregate Revolving Credit Exposure of all Lenders in respect of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) would exceed the aggregate Aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to , the Letter of Credit Sublimit or the Swing Line Sublimit, as applicable, (iii) the Borrower shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, (B) the Letter of Credit Sublimit unlessif, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit FacilityCommitments, in which case such sublimit Sublimit shall be automatically reduced by the amount of such excess. Notwithstanding The Administrative Agent will promptly notify the foregoing, the Borrowers may rescind or postpone Lenders of any such notice of termination or reduction of the Commitments if Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit. The amount of any such termination would have resulted from a refinancing, which refinancing Aggregate Revolving Credit Commitment reduction shall not be consummated applied to the Alternative Currency Sublimit or Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Revolving Credit Commitments shall be delayedapplied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of all of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination. A notice of termination or reduction of the Aggregate Revolving Credit 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 any facility or instrument refinancing all or a portion of the outstanding Term Loans or Revolving Credit Commitments or upon the consummation of an acquisition transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Optional. The Borrowers Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portion of the Letter of Credit Sublimit or the unused Revolving Credit Commitments of under any ClassRevolving Tranche, or from time to time permanently reduce the unused portion of the Letter of Credit Sublimit or the unused Revolving Credit Commitments of under any ClassRevolving Tranche; provided that (i) any such notice shall be received by the Administrative Agent three (3) 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 $100,000 (or the equivalent Dollar Amount) in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Commitments under any Class Tranche of the Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent repayment of prepayments hereunder, (x) the Total Revolving Credit Loans and Swing Line Loans of such Class, Outstandings would exceed the aggregate Revolving Credit Exposure of all Lenders in respect of Aggregate Commitments under the Revolving Credit Facility or (excluding y) the portion of such Class of Total Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer Outstandings with respect to such Letters of Credit and such L/C Issuer has released Tranche would exceed the Revolving Credit Lenders from their participation obligations with respect to Commitments under such Letters of CreditTranche or (B) would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unlessif, after giving effect to any reduction thereto, the Outstanding Amount of the Commitments, L/C Obligations not Cash Collateralized hereunder would exceed the Letter of Credit Sublimit 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 Swing Line Sublimit exceeds occurrence or non-occurrence of any event specified therein (including the amount effectiveness of the Revolving Credit Facilityother credit facilities), in which case such sublimit shall notice may be automatically reduced revoked by the amount Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. For the avoidance of such excess. Notwithstanding doubt, upon the foregoing, the Borrowers may rescind or postpone any notice of termination occurrence of the Commitments if such termination would have resulted from a refinancingTermination Date, which refinancing this Agreement shall not be consummated or otherwise automatically terminate and the Administrative Agent shall be delayedcomply with Section 9.01(c) and Section 9.11.

Optional. The Borrowers Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three one (31) Business Days Date prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 2,500,000 or any whole multiple of $100,000 1,000,000 in excess thereofthereof or, if less, the entire amount thereof and (iii) the Borrowers Borrower shall not terminate or reduce any Class of (A) the Revolving Credit Commitments if, after giving effect to any concurrent repayment prepayment of the Revolving Credit Loans and Swing Line Loans of such Classin accordance with Section 2.07, the aggregate Total Utilization of Revolving Credit Exposure Commitments would exceed the total Revolving Commitments, (B) the Series A Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Utilization of all Lenders in respect Series A Revolving Commitments would exceed the Series A Revolving Commitments, (C) the Series B Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Utilization of Series B Revolving Commitments would exceed the Series B Revolving Commitments; provided that the Borrower shall not terminate or reduce the Series B Revolving Commitments without terminating or reducing the Series A Revolving Commitments on either a pro rata basis or on a basis such that the termination or reduction of the Series A Revolving Credit Facility Commitments is proportionally larger than the reduction of the Series B Revolving Commitments, (excluding D) the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters Letter of Credit if and to Sublimit if, after giving effect thereto, the extent that Letter of Credit Usage not fully Cash Collateralized hereunder at 103% of the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer with respect to maximum face amount of any such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or (E) the Swing Line Sublimit unlessSublimit, if after giving effect to any reduction concurrent prepayment of the CommitmentsSwing Line Loans in accordance with Section 2.07, the Letter Total Utilization of Credit Sublimit or Revolving Commitments with respect to the Swing Line Sublimit exceeds Loans would exceed the amount of the Revolving Credit Facility, in which case such sublimit shall be automatically reduced by the amount of such excessSwing Line Sublimit. Notwithstanding the foregoing, the Borrowers Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancingrefinancing of all or a portion of the applicable Facility, which refinancing shall not be consummated or otherwise shall be delayed.

Optional. The Borrowers may, upon written notice to the Administrative Agent, terminate the unused Commitments Revolving Facility, the Letter of any ClassCredit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the unused Commitments Revolving Facility, the Letter of any ClassCredit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) 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 $100,000 1,000,000 in excess thereof, and (iii) the Borrowers shall not terminate or reduce any Class of (A) the Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent repayment of prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving Facility, (B) the Letter of Credit Loans Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans of such Class, the aggregate Revolving Credit Exposure of all Lenders in respect of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) would exceed the aggregate Revolving Letter of Credit Sublimit. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. The amount of any such Aggregate Commitment reduction shall not be applied to the Letter of Credit Alternative Currency Sublimit or the Swing Line Sublimit unless, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or unless otherwise specified by the Swing Line Sublimit exceeds the amount Borrowers. Any reduction of the Revolving Credit Facility, in which case such sublimit Aggregate Commitments shall be automatically reduced by applied to the amount Commitment of such excesseach Lender according to its Applicable Percentage. Notwithstanding All fees accrued until the foregoing, the Borrowers may rescind or postpone effective date of any notice of termination of the Aggregate Commitments if such termination would have resulted from a refinancing, which refinancing shall not be consummated or otherwise shall be delayedpaid on the effective date of such termination.

Optional. (i) The Borrowers Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments portions of any Classthe Term Commitments, the Letter of Credit Sublimit, the Swingline Sublimit or the unused Revolving Credit Commitments, or from time to time permanently reduce the unused Commitments portions of any Classthe Term Commitments, the Letter of Credit Sublimit, the Swingline Sublimit or the unused Revolving Credit Commitments; provided that (i) any such notice shall be received by the Administrative Agent three (3) 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 $100,000 500,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce (A) any Class Tranche of Revolving Credit Commitments if, after giving effect thereto and to any concurrent repayment of prepayments hereunder and reallocations pursuant to Section 2.03(l), the Total Revolving Credit Outstandings allocable to such Tranche would exceed the Revolving Credit Loans and Swing Line Loans of such Class, the aggregate Revolving Credit Exposure of all Lenders Commitments in respect of such Tranche, (B) the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters Letter of Credit if and to Sublimit if, after giving effect thereto, the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable Outstanding Amount of L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) Obligations not fully Cash Collateralized hereunder would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or (C) the Swing Line Swingline Sublimit unlessif, after giving effect to any thereto, the Outstanding Amount of Swingline Loans outstanding hereunder would exceed the 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 Commitments, occurrence or non-occurrence of any event specified therein (including the Letter effectiveness of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facilityother credit facilities), in which case such sublimit shall notice may be automatically reduced revoked by the amount of such excess. Notwithstanding Borrower (by written notice to the foregoing, Administrative Agent on or prior to 2:00 p.m. on the Borrowers may rescind or postpone any notice of termination of the Commitments specified effective date) if such termination would have resulted from a refinancing, which refinancing shall condition is not be consummated or otherwise shall be delayedsatisfied.

Optional. The Borrowers Borrower Representative may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class; provided that (i) any such notice shall be received by the Administrative Agent three (3) 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 $100,000 in excess thereof, thereof and (iii) the Borrowers Borrower Representative shall not terminate or reduce any Class of reduce, (A)(x) the US Revolving Credit Commitments if, after giving effect thereto and to any concurrent repayment prepayments hereunder, the Total US Revolving Outstandings would exceed the Aggregate US Revolving Credit Commitments 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, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of all L/C Obligations would exceed the Letter of Credit Sublimit or (C) the Swingline Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of all Swingline Loans would exceed the Swingline Sublimit; provided, further, that, upon any such partial reduction of the Revolving Credit Loans and Swing Line Loans of such Class, the aggregate Revolving Credit Exposure of all Lenders in respect of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters Letter of Credit if and to Sublimit or the extent that Swingline Sublimit, unless the Borrowers have made arrangements satisfactory to Borrower Representative, the Administrative Agent and the applicable relevant L/C Issuer with respect to such Letters or the Swingline Lender, as the case may be, otherwise agree, the commitment of Credit and such each L/C Issuer has released or the Revolving Credit Lenders from their participation obligations with respect Swingline Lender to such issue Letters of Credit) would exceed Credit or extend Swingline Loans, as applicable, will be reduced proportionately by the aggregate Revolving Credit Commitmentsamount of such reduction. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Swingline Sublimit unless, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit Swingline Sublimit, as the case may be, exceeds the amount of the Revolving Credit Facility, in which case such sublimit shall be automatically reduced by the amount of such excess. Notwithstanding the foregoing, the Borrowers 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 otherwise shall be delayed.

Optional. The Borrowers may, upon written notice by the Borrowers to the Administrative Agent, terminate the Letter of Credit Sublimit, the Swingline Sublimit or the unused Commitments of any ClassRevolving Credit Commitments, or from time to time permanently reduce the Letter of Credit Sublimit, the Swingline Sublimit or the unused Commitments of any ClassRevolving Credit Commitments; provided that (i) any such notice shall be received by the Administrative Agent three (3) 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 $100,000 in excess thereof, and (iii) the Borrowers shall not terminate or reduce any Class (A) the Commitments of the Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent repayment of prepayments hereunder, the Total Revolving Credit Loans and Swing Line Loans Outstandings would exceed the Loan Cap, (B) the Letter of such ClassCredit Sublimit if, after giving effect thereto, the aggregate Revolving Credit Exposure Outstanding Amount of all Lenders in respect of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) Obligations not fully Cash Collateralized hereunder would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or (C) the Swing Line Swingline Sublimit unlessif, after giving effect thereto and to any concurrent prepayments hereunder, the outstanding Swingline Loans would exceed the 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 Commitments, occurrence or non-occurrence of any event specified therein (including the Letter effectiveness of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facilityother credit facilities), in which case such sublimit shall notice may be automatically reduced revoked or delayed by the amount Borrowers (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied or delayed. For the avoidance of such excess. Notwithstanding the foregoingdoubt, the Borrowers may rescind or postpone any notice of upon termination of the Aggregate Commitments if such 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 would of all Letters of Credit (other than Letters of Credit which have resulted from a refinancingbeen Cash Collateralized), which refinancing this Agreement shall not be consummated or otherwise automatically terminate and the Administrative Agent shall be delayedcomply with Section 9.01(c) and Section 9.11.

Optional. The Borrowers ▇▇▇▇-▇▇▇▇▇ may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently on any Business Day occurring after the Closing Date, voluntarily reduce the unused Commitments of any Class; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate undrawn amount of $1,000,000 or any whole multiple of $100,000 in excess thereof, and (iii) the Borrowers shall not terminate or reduce any Class of Revolving Credit Commitments if, after giving effect to any concurrent repayment of the Revolving Credit Loans Loan Commitment Amount and the Swing Line Loans of such ClassLoan Commitment Amount, the aggregate Revolving Credit Exposure of all Lenders in respect of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters unutilized Subfacility Letter of Credit if and Commitment Amount or the unutilized Standby Letter of Credit Commitment Amount on the Business Day so specified by ▇▇▇▇-▇▇▇▇▇ without premium or penalty (subject to the extent Section 4.4 hereof); provided, however, that the Borrowers have made arrangements satisfactory all such reductions shall require at least one Business Day's prior notice to the Administrative Agent and be permanent, and any partial reduction of (x) any Commitment Amount other than the applicable L/C Issuer with respect to such Letters Swing Line Loan Commitment Amount shall be in a minimum amount of Credit $5,000,000 and such L/C Issuer has released in an integral multiple of $1,000,000 and (y) the Swing Line Loan Commitment Amount shall be in a minimum amount of $1,000,000 and in an integral multiple of $100,000. Any optional or mandatory reduction of the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) would exceed the aggregate Revolving Credit Commitments. The amount of any such Loan Commitment reduction shall not be applied Amount pursuant to the terms of this Agreement which reduces the Revolving Loan Commitment Amount below the sum of (a) the Swing Line Loan Commitment Amount and (b) the Subfacility Letter of Credit Sublimit or Commitment Amount shall result in an automatic and corresponding reduction of the Swing Line Sublimit unless, after giving effect to any reduction of the Commitments, the Loan Commitment Amount and/or Subfacility Letter of Credit Sublimit or Commitment Amount (as directed by ▇▇▇▇-▇▇▇▇▇ in a notice to the Administrative Agent delivered together with the notice of such 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 Sublimit exceeds Lender or the amount of the Revolving Credit Facility, in which case such sublimit shall be automatically reduced by the amount of such excess. Notwithstanding the foregoing, the Borrowers 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 otherwise shall be delayedIssuer.

Optional. The Borrowers Borrower may, upon written notice (an “Optional Termination/Reduction Notice”) to the Administrative Agent, terminate the unused Commitments of any ClassAggregate DDTL Commitments, or from time to time permanently reduce the unused Commitments of any ClassAggregate DDTL Commitments; provided that (i) any such notice Optional Termination/Reduction Notice shall be received by the Administrative Agent three not later than 1:00 p.m. five (35) 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 $100,000 1,000,000 in excess thereof. Each Optional Termination/Reduction Notice shall be irrevocable; provided, and (iii) however, that any such Optional Termination/Reduction Notice may state that such Optional Termination/Reduction Notice is conditioned upon the Borrowers shall not terminate effectiveness of other credit facilities or reduce any Class acquisitions or the receipt of Revolving Credit Commitments ifnet proceeds from the issuance of Equity Interests or incurrence of Indebtedness by the Borrower, after in which case, such Optional Termination/Reduction Notice may be revoked by the Borrower giving effect to any concurrent repayment of the Revolving Credit Loans and Swing Line Loans of such Class, the aggregate Revolving Credit Exposure of all Lenders in respect of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory 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 for the applicable Lavoidance of doubt, the Borrower shall 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 or other Person in connection with any Optional Termination/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) would exceed the aggregate Revolving Credit CommitmentsReduction Notice or revocation thereof). The amount Administrative Agent will promptly notify the DDTL Lenders of any such Commitment notice of termination or reduction of the Aggregate DDTL Commitments. Any reduction of the Aggregate DDTL Commitments shall not be applied to the Letter DDTL Commitment of Credit Sublimit or each DDTL Lender according to its Applicable Percentage. All fees accrued until the Swing Line Sublimit unless, after giving effect to effective date of any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, in which case such sublimit shall be automatically reduced by the amount of such excess. Notwithstanding the foregoing, the Borrowers may rescind or postpone any notice of termination of the Aggregate DDTL Commitments if such termination would have resulted from a refinancing, which refinancing shall not be consummated or otherwise shall be delayedpaid on the effective date of such termination.

Optional. The Borrowers Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments Revolving Credit Facility, the Alternative Currency Sublimit, the Letter of any ClassCredit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the unused Commitments Revolving Credit Facility, the Alternative Currency Sublimit, the Letter of any ClassCredit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent three (3) not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 10,000,000 or any whole multiple of $100,000 1,000,000 in excess thereof, and (iii) the Borrowers Borrower shall not terminate or reduce any Class of (A) the Revolving Credit Commitments 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 (D) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit, (iv) if, after giving effect to any concurrent repayment reduction or termination of the Aggregate Revolving Credit Loans and Swing Line Loans of such Class, the aggregate Revolving Credit Exposure of all Lenders in respect of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit FacilityCommitments, in which case such sublimit shall be automatically reduced by the amount of such excessexcess 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 applied to the applicable Class of Commitment of each applicable Lender according to its Applicable Percentage. To 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 (or as otherwise agreed among the Borrower and the L/C Issuers). 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, the Borrowers may rescind or postpone if any such notice of complete termination indicates that such termination is to be funded with the proceeds of the Commitments a new debt or equity financing, such notice of complete termination may be revoked or delayed if such termination would have resulted from a refinancing, which refinancing shall new debt or equity financing is not be consummated or otherwise shall be delayedon the date specified in such notice.

Optional. The Borrowers BorrowerBorrowers may, upon written notice to the Administrative Agent, terminate the unused Commitments of any ClassAggregate Commitments, or from time to time permanently reduce the unused Commitments of any ClassAggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent three (3) not later than 11:00 a.m11:00 A.M. five 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 $100,000 US$1,000,000 (or the US Dollar Equivalent thereof) in excess thereof, and (iiiiv) the Borrowers ▇▇▇▇▇ Borrower shall not terminate or reduce any Class of Revolving Credit the Aggregate Commitments if, after giving effect thereto and to any concurrent repayment of the Revolving Credit Loans and Swing Line Loans of such Classprepayments hereunder, the aggregate Revolving Credit Exposure of all Lenders in respect of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) Total Outstandings would exceed the aggregate Revolving Credit Aggregate Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless, and (v) if, after giving effect to any reduction of the Commitmentsaggregate Commitments in respect of any Committed RC Loans, the Letter of Credit Sublimit for the applicable Tranche or the Swing Line Sublimit for the applicable Tranche exceeds the amount of the Revolving Credit Facilityaggregate Commitments in respect of Committed RC Loans allocated to such Tranche, in which case such sublimit Sublimit shall be automatically reduced by the amount of such excess. Notwithstanding The Administrative Agent will promptly notify the foregoing, the Borrowers may rescind or postpone Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments if such termination would have resulted from a refinancing, which refinancing shall not be consummated or otherwise shall be delayedapplied to the Commitment of each Lender according to its Applicable Percentage in respect of Committed RC Loansthe applicable Tranche. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Optional. The Borrowers Company may, upon written notice to the Administrative Agent, terminate the unused Commitments Revolving Facility, the Letter of any ClassCredit Sublimit, the Swingline Sublimit or the Alternative Currency Sublimit, or from time to time permanently reduce the unused Commitments Revolving Facility, the Letter of any ClassCredit Sublimit, the Swingline Sublimit or the Alternative Currency Sublimit; provided that unless otherwise reasonably agreed by the Administrative Agent, (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 5,000,000 or any whole multiple of $100,000 500,000 in excess thereof, thereof and (iii) the Borrowers Company shall not terminate or reduce any Class of (A) the Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent repayment of the Revolving Credit Loans and Swing Line Loans of such Classprepayments hereunder, the aggregate Total Revolving Credit Exposure of all Lenders in respect of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) Outstandings would exceed the aggregate Aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to , (B) the Letter of Credit Sublimit or the Swing Line Sublimit unlessif, after giving effect to any reduction thereto, the Outstanding Amount of the Commitments, L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Swingline Sublimit 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 Swing Line Alternative Currency Sublimit exceeds if, after giving effect thereto and to any concurrent prepayments hereunder, the amount Total Revolving Outstandings denominated in Alternative Currencies would exceed the Alternative Currency Sublimit; provided, further, that any notice of permanent reduction or termination may state that such notice is conditional upon the effectiveness of any facility or instrument refinancing all or a portion of the outstanding Revolving Credit FacilityCommitments or upon the consummation of any other debt or equity transaction or event that will generate financing in connection therewith, in which case such sublimit shall notice may be automatically reduced revoked by the amount of such excess. Notwithstanding Company (by notice to the foregoing, Administrative Agent on or prior to the Borrowers may rescind or postpone any notice of termination of the Commitments specified date) if such termination would have resulted from a refinancing, which refinancing shall condition is not be consummated or otherwise shall be delayedsatisfied.

Optional. (a) The Borrowers Borrower may, from time to time on any Business Day occurring after the Effective Date, voluntarily reduce the amount of the Revolving Loan Commitment Amount, the Swing Line Loan Commitment Amount or the Letter of Credit Commitment Amount on the Business Day so specified by the Borrower; provided, however, that all such reductions shall require at least one Business Day's prior notice to the Administrative Agent and be permanent, and any partial reduction of any Commitment Amount shall be in a minimum amount of $500,000 and in an integral multiple of $100,000. Any optional or mandatory reduction of the Revolving Loan Commitment Amount pursuant to the terms of this Agreement which reduces the Revolving Loan Commitment Amount below the sum of (i) the Swing Line Loan Commitment Amount and (ii) the Letter of Credit Commitment Amount shall result in an automatic and corresponding reduction of the Swing Line Loan Commitment Amount and/or Letter of Credit Commitment Amount (as directed by the Borrower in a notice to the Administrative Agent delivered together with the notice of such voluntary reduction in the Revolving Loan Commitment Amount or, in the absence of such direction, pro rata based upon the respective amounts thereof) 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. (b) In the event of refusals by a Lender to consent to proposed amendments, modifications or waivers with respect to this Agreement which have been approved by the Required Lenders as provided in Section 10.1.2, the Borrower shall have the right, upon three (3) Business Days' prior written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class; provided that Agent (i) any such which notice shall be received by the Administrative Agent three (3) Business Days prior shall promptly transmit 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 $100,000 in excess thereof, and (iii) the Borrowers shall not terminate or reduce any Class of Revolving Credit Commitments if, after giving effect to any concurrent repayment each of the Lenders), to terminate the entire Revolving Credit Loans and Swing Line Loans Loan Commitment of such ClassLender, so long as all Loans, together with accrued and unpaid interest, fees and all other amounts, due and owing to such Lender are repaid concurrently with the aggregate Revolving Credit Exposure of all Lenders in respect of the Revolving Credit Facility (excluding the portion effectiveness of such Class termination. At such time, such Lender shall no longer constitute a "Lender" for purposes of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer this Agreement, except with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect indemnifications under this Agreement which shall survive as to such Letters of Credit) would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, in which case such sublimit shall be automatically reduced by the amount of such excess. Notwithstanding the foregoing, the Borrowers 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 otherwise shall be delayedrepaid Lender.

Optional. The Borrowers Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments Revolving Credit Facility, the Letter of any ClassCredit Sublimit, the Non-Cash Management Swing Line Sublimit or, subject to the terms of the Autoborrow Agreement, the Cash Management Swing Line Sublimit or from time to time permanently reduce the unused Commitments Revolving Credit Facility, the Letter of any ClassCredit Sublimit, the Non-Cash Management Swing Line Sublimit or, subject to the terms of the Autoborrow Agreement, the Cash Management Swing Line Sublimit without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 5,000,000 or any whole multiple of $100,000 500,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce any Class of (A) the Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent repayment prepayments hereunder, the sum of (1) Total Revolving Credit Outstandings plus (2) the Cash Management Swing Line Sublimit would exceed the Revolving Credit Loans 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, (C) the Cash Management Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Cash Management Swing Line Loans would exceed the Cash Management Swing Line Sublimit or (D) the Non-Cash Management Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Non-Cash Management Swing Line Loans would exceed the Non-Cash Management Swing Line Sublimit; provided further that a notice of termination or reduction delivered by Borrower hereunder may state that such notice is conditioned upon the effectiveness of other credit facilities or the closing of another transactions, the proceeds of which will be used to prepay any outstanding Loans, in which case such termination or reduction may be conditional upon the effectiveness of such Classother credit facilities or the closing of such other transaction. Unless otherwise specified by the Borrower in such notice, any termination or reduction of the Cash Management Swing Line Sublimit shall not terminate or reduce the Non-Cash Management Swing Line Sublimit. Notwithstanding anything to the contrary contained herein, the aggregate Revolving Credit Exposure of all Lenders in respect of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory Cash Management Swing Line Lender may upon prior written notice to the Administrative Agent and the applicable L/C Issuer Borrower terminate the Cash Management Swing Line Sublimit pursuant to and in accordance with the terms of the Autoborrow Agreement and upon such termination the Cash Management Swing Line Lender shall cease to be a Swing Line Lender hereunder and shall be discharged from its duties and obligations as a Swing Line Lender hereunder and under the other Loan Document; provided that it shall retain all the rights of a Swing Line Lender provided for hereunder with respect to Cash Management Swing Line Loans made by it and outstanding as of the effective date of such Letters of Credit and such L/C Issuer has released termination, including the Revolving Credit right to require the Lenders from their participation obligations with respect to such Letters of Credit) would exceed the aggregate Revolving Credit Commitments. The amount of make Base Rate Loans or fund risk participations in any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the outstanding Cash Management Swing Line Sublimit unless, after giving effect Loans pursuant to any reduction Section 2.04(c). Any such termination of the CommitmentsAutoborrow Agreement shall not, unless specifically requested by the Letter of Credit Sublimit or the Swing Line Sublimit exceeds Borrower, reduce the amount of the Revolving Credit Facility, in which case such sublimit shall be automatically reduced by the amount of such excess. Notwithstanding the foregoing, the Borrowers 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 otherwise shall be delayedSwing Line Sublimit.

Optional. The Borrowers Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments Revolving Credit Facility, the Letter of any Class, Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the unused Commitments Revolving Credit Facility, the Letter of any ClassCredit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) 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 $100,000 1,000,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce any Class of (A) the Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent repayment of prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Loans and Swing Line Loans Facility, (B) the Letter of such ClassCredit Sublimit if, after giving effect thereto, the aggregate Revolving Credit Exposure Outstanding Amount of all Lenders in respect of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) Obligations not fully Cash Collateralized hereunder would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or (C) the Swing Line Sublimit unlessif, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. A notice of termination or reduction of the CommitmentsRevolving Credit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds delivered by the amount Borrower may state that such notice is conditioned upon the effectiveness of any facility or instrument refinancing all or a portion of the outstanding Term Loans or Revolving Credit FacilityCommitments or upon the consummation of an acquisition transaction, in which case such sublimit shall notice may be automatically reduced revoked by the amount of such excess. Notwithstanding Borrower (by notice to the foregoing, Administrative Agent on or prior to the Borrowers may rescind or postpone any notice of termination of the Commitments specified effective date) if such termination would have resulted from a refinancing, which refinancing shall condition is not be consummated or otherwise shall be delayed.satisfied. Table of Contents

Optional. The Borrowers Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the Letter of Credit Sublimit, the Swingline Sublimit or the unused Revolving Credit Commitments of under any ClassRevolving Tranche, or from time to time permanently reduce the Letter of Credit Sublimit or the unused Revolving Credit Commitments of under any ClassRevolving Tranche; provided that (i) any such notice shall be received by the Administrative Agent three (3) 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 $100,000 1,000,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Commitments under any Class Tranche of the Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent repayment of prepayments hereunder, (x) the Total Revolving Credit Loans and Swing Line Loans of such Class, the aggregate Revolving Credit Exposure of all Lenders in respect of Outstandings would exceed the Revolving Credit Facility or (excluding y) the portion of such Class of Total Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer Outstandings with respect to such Letters of Credit and such L/C Issuer has released Tranche would exceed the Revolving Credit Lenders from their participation obligations with respect to Commitments under such Letters of CreditTranche, (B) would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unlessif, after giving effect to any reduction thereto, the Outstanding Amount of the Commitments, L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swingline Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the outstanding Swingline Loans would exceed the 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 Swing Line Sublimit exceeds occurrence or non-occurrence of any event specified therein (including the amount effectiveness of the Revolving Credit Facilityother credit facilities), in which case such sublimit shall notice may be automatically reduced revoked or delayed by the amount of such excess. Notwithstanding Borrower (by written notice to the foregoing, Administrative Agent on or prior to the Borrowers may rescind or postpone any notice of termination of the Commitments specified effective date) if such termination would have resulted from a refinancing, which refinancing shall condition is not be consummated satisfied or otherwise shall be delayed.

Optional. The Borrowers may, upon written notice by the Borrower Representative to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit or the unused Revolving Credit Commitments under any ClassRevolving Tranche, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit or the unused Revolving Credit Commitments under any ClassRevolving Tranche without any premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent three (3) 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 the equivalent Dollar Amount) or any whole multiple of $100,000 (or the equivalent Dollar Amount) in excess thereof, thereof and (iii) the Borrowers shall not terminate or reduce (A) the Commitments under any Class Tranche of the Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent repayment of prepayments hereunder, (x) the Total Revolving Credit Loans and Swing Line Loans of such Class, the aggregate Revolving Credit Exposure of all Lenders in respect of Outstandings would exceed the Revolving Credit Facility or (excluding y) the portion of such Class of Total Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer Outstandings with respect to such Letters of Credit and such L/C Issuer has released Tranche would exceed the Revolving Credit Lenders from their participation obligations with respect to Commitments under such Letters of CreditTranche or (B) would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unlessif, after giving effect to any reduction thereto, the Outstanding Amount of the Commitments, L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit 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 Swing Line Sublimit exceeds occurrence or non-occurrence of any event specified therein (including the amount effectiveness of the Revolving Credit Facilityother credit facilities), in which case such sublimit shall notice may be automatically reduced revoked by the amount Borrower Representative (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. For the avoidance of such excess. Notwithstanding the foregoingdoubt, the Borrowers may rescind or postpone any notice of upon termination of the Aggregate Commitments if 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, Secured Hedge Agreements, and Secured Third Party Letters of Credit) and the expiration without any pending drawing or termination of all Letters of Credit (other than Letters of Credit that have been Cash Collateralized or as to which arrangements satisfactory to the L/C Issuer that issued such termination would Letters of Credit shall have resulted from a refinancingbeen made), which refinancing this Agreement shall not be consummated or otherwise automatically terminate and the Administrative Agent shall be delayedcomply with Section 9.01(c) and Section 9.11.

Optional. The Borrowers Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently on any Business Day occurring after the time of the initial Borrowing hereunder, voluntarily reduce the unused Commitments amount of any ClassCommitment Amount; provided provided, however, that all such reductions shall require at least three Business Days' prior notice to the Agent and specifying whether such reduction is a permanent reduction or whether it is in connection with a redesignation of a portion of the Active Revolving Loan Commitment Amount or the Inactive Revolving Loan Commitment Amount, whether, if permanent, the reduction relates to the Active Revolving Loan Commitment Amount or the 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 reduction or redesignation of the Active Revolving Loan Commitment Amount, (i) any if such notice shall be received by the Administrative Agent three (3) 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 $100,000 in excess thereof1,000,000, and (iiiii) if such reduction is a redesignation by the Borrowers shall not terminate or reduce any Class Borrower of Revolving Credit Commitments if, after giving effect to any concurrent repayment a portion of the Active Revolving Credit Loans and Swing Line Loans of such Class, the aggregate Revolving Credit Exposure of all Lenders in respect Loan Commitment Amount as a part of the Inactive Revolving Credit Facility Loan Commitment Amount, then (excluding 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 portion of such Class of Active Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer Loan Commitment Amount being less than $100,000,000; and (b) with respect to any reduction or redesignation of the Inactive Revolving Loan Commitment Amount, (i) if such Letters of Credit and reduction is a permanent reduction, such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) would exceed the aggregate Revolving Credit Commitments. The reduction shall be in a minimum amount of any $5,000,000 and in increments of $2,500,000 and (ii) if such reduction is a redesignation by the Borrower of a portion of the Inactive Revolving Loan Commitment Amount into a part of the Active Revolving Loan Commitment Amount as part of a Activation Amount, then such reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the in a minimum amount of the Revolving Credit Facility, $12,500,000 and in which case such sublimit shall be automatically reduced by the amount increments of such excess. Notwithstanding the foregoing, the Borrowers 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 otherwise shall be delayed$12,500,000.

Optional. The Borrowers Borrower Representative may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class; provided that (i) any such notice shall be received by the Administrative Agent three (3) 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 $100,000 in excess thereof, thereof and (iii) the Borrowers Borrower Representative shall not terminate or reduce any Class of reduce, (A)(x) the US Revolving Credit Commitments if, after giving effect thereto and to any concurrent repayment prepayments hereunder, the Total US Revolving Outstandings would exceed the Aggregate US Revolving Credit Commitments 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 would exceed the Letter of Credit Sublimit; provided, further, that, upon any such partial reduction of the Revolving Credit Loans and Swing Line Loans of such Class, the aggregate Revolving Credit Exposure of all Lenders in respect of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters Letter of Credit if and to Sublimit, unless the extent that the Borrowers have made arrangements satisfactory to Borrower Representative, the Administrative Agent and the applicable relevant L/C Issuer with respect to such Letters otherwise agree, the commitment of Credit and such each L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such issue Letters of Credit) would exceed Credit will be reduced proportionately by the aggregate Revolving Credit Commitmentsamount of such reduction. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, in which case such sublimit shall be automatically reduced by the amount of such excess. Notwithstanding the foregoing, the Borrowers 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 otherwise shall be delayed.

Optional. The Borrowers Borrower may, upon written notice to the Administrative Agent, terminate the unused Revolving Credit Commitments of any either Class, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the unused Revolving Credit Commitments of any either Class, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent three (3) not later than 12:00 noon five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 10,000,000 or any whole multiple of $100,000 1,000,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce any Class of reduce (A) the Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent repayment of prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Loans and Swing Line Loans of such ClassFacility, (B) the aggregate Revolving Credit Exposure of all Lenders in respect of the Multicurrency Revolving Credit Facility (excluding if, after giving effect thereto and to any concurrent prepayments hereunder, the portion of such Class of Total Multicurrency Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) Outstandings would exceed the aggregate Multicurrency Revolving Credit Commitments. The amount of Facility, (C) the US Dollar Revolving Credit Facility if, after giving effect thereto and to any such Commitment reduction shall not be applied to 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 (E) the Swing Line Sublimit unlessif, after giving effect thereto and to any reduction of the Commitmentsconcurrent prepayments hereunder, the Letter Outstanding Amount of Credit Sublimit or Swing Line Loans would exceed the Swing Line Sublimit exceeds Sublimit; provided that any notice so given to the amount Administrative Agent in connection with a refinancing of all Obligations (other than contingent indemnification obligations) may be conditional on the effectiveness of the Revolving Credit replacement credit agreement or other similar document and may be revoked by the Borrower if such condition is not satisfied, subject to the provisions of Section 3.05. In addition, during the Availability Period in respect of the Term A Facility, the Borrower may, upon notice to the Administrative Agent as set forth above, from time to time terminate (in which case such sublimit shall be automatically reduced by whole or in part) the amount of such excess. Notwithstanding the foregoing, the Borrowers may rescind or postpone any notice of termination unused portion of the Commitments if such termination would have resulted from a refinancing, which refinancing shall not be consummated or otherwise shall be delayedaggregate Term A Commitments.

Optional. The Borrowers Borrower may, upon written notice to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any ClassRevolving Tranche, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any ClassRevolving Tranche; provided that (i) any such notice shall be received by the Administrative Agent three (3) 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 $100,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Commitments under any Class Tranche of the Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent repayment of prepayments hereunder, (x) the Total Revolving Credit Loans and Swing Line Loans of such Class, the aggregate Revolving Credit Exposure of all Lenders in respect of Outstandings would exceed the Revolving Credit Facility or (excluding y) the portion of such Class of Total Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer Outstandings with respect to such Letters of Credit and such L/C Issuer has released Tranche would exceed the Revolving Credit Lenders from their participation obligations with respect to Commitments under such Letters of CreditTranche, or (B) would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unlessif, after giving effect to any reduction thereto, the Outstanding Amount of the Commitments, L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit Any such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the Swing Line Sublimit exceeds occurrence or non-occurrence of any event specified therein (including the amount effectiveness of the Revolving Credit Facilityother credit facilities), in which case such sublimit shall notice may be automatically reduced revoked by the amount Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. For the avoidance of such excess. Notwithstanding the foregoingdoubt, the Borrowers may rescind or postpone any notice of (i) upon termination of the Aggregate Commitments if such 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 would of all Letters of Credit (other than Letters of Credit which have resulted from a refinancingbeen Cash Collateralized), which refinancing this Agreement shall not be consummated or otherwise automatically terminate and the Administrative Agent shall be delayedcomply with Section 9.01(c) and Section 9.11.

Optional. The Borrowers Borrower may, at its option and upon written notice to the Administrative Agent, terminate the Dollar Revolving Credit Commitments, the Multicurrency Revolving Credit Commitments and/or or the unused Commitments portion of any Classthe Term Loan Commitments, or from time to time permanently reduce in part the Dollar Revolving Credit Commitments, the Multicurrency Revolving Credit Commitments and/or the unused Commitments portion of any Classthe Term Loan Commitments; provided that (i) any such notice shall be received by the Administrative Agent three (3) not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any reduction of the Dollar Revolving Credit Facility or the Multicurrency Revolving Credit Facility shall be applied pro rata between each such Revolving Credit Facility (and the Administrative Agent shall make such application regardless of any contradictory notice from the Borrower), (iii) any such partial reduction shall be in an aggregate amount of $1,000,000 10,000,000 or any whole multiple of $100,000 1,000,000 in excess thereofthereof (provided that in the event of a partial reduction to be applied pro rata between the Dollar Revolving Credit Facility and the Multicurrency Revolving Credit Facility pursuant to the immediately preceding subsection (ii), such minimum and multiple shall apply to the entirety of such reduction and not to the reduction applicable to one or the other Revolving Credit Facility), (iiiiv) the Borrowers Borrower shall not terminate or reduce any Class of the Dollar Revolving Credit Commitments or the Multicurrency Revolving Credit Commitments if, after giving effect thereto and to any concurrent repayment of prepayments hereunder, the Total Dollar Revolving Credit Loans and Swing Line Loans of such Class, Outstandings or the aggregate Total Multicurrency Revolving Credit Exposure of all Lenders in respect of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) Outstandings, as applicable, would exceed the aggregate Dollar Revolving Credit Commitments or the aggregate Multicurrency Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless, respectively, and (v) if, after giving effect to any reduction of the aggregate Multicurrency Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the aggregate Multicurrency Revolving Credit FacilityCommitments, in which case such sublimit Swing Line Sublimit shall be automatically reduced by the amount of such excess. Notwithstanding The Administrative Agent will promptly notify the foregoing, the Borrowers may rescind or postpone applicable Lenders of any such notice of termination or reduction of the Dollar Revolving Credit Commitments, the Multicurrency Revolving Credit Commitments if such termination would have resulted from a refinancingor the unused portion of the Term Loan Commitments. Any reduction of the Dollar Revolving Credit Commitments, which refinancing shall not be consummated the Multicurrency Revolving Credit Commitments or otherwise the unused portion of the Term Loan Commitments shall be delayedapplied to the applicable Commitment of each applicable Lender according to its Applicable Percentage of the appropriate Facility. All fees accrued until the effective date of any termination of the Dollar Revolving Credit Commitments, the Multicurrency Revolving Credit Commitments or the unused portion of the Term Loan Commitments shall be paid on the effective date of such termination, notwithstanding any later payment date provided for herein.

Optional. The Borrowers Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that that (ia) any such notice shall be received by the Administrative Agent by 2:00 p.m. New York time three (3) 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 5.0 million or any whole multiple of $100,000 1.0 million in excess thereofthereof or, and (iii) the Borrowers shall not terminate or reduce any Class of Revolving Credit Commitments if, after giving effect to any concurrent repayment of the Revolving Credit Loans and Swing Line Loans of such Classif less, the aggregate Revolving Credit Exposure of all Lenders in respect of the Revolving Credit Facility entire amount thereof; (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Creditc) would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unlessif, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit L/CSublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, in which case such sublimit the L/C Sublimit shall be automatically reduced by the amount of such excess; provided, that (w) any reduction of Initial Delayed Draw Term Loan Commitments must be offered to all of the holders of Initial Delayed Draw Term B-1 Loan Commitments and Initial Delayed Draw Term B-2 Loan Commitments on a pro rata basis, (x) any reduction of InitialSecond Delayed Draw Term Loan Commitments must be offered to all of the holders of InitialSecond Delayed Draw Term B-1 Loan Commitments and InitialSecond Delayed Draw Term B-2 Loan Commitments on a pro rata basis, (y) any reduction of SecondThird Delayed Draw Term Loan Commitments must be offered to all of the holders of SecondThird Delayed Draw Term B-1 Loan Commitments and SecondThird Delayed Draw Term B-2 Loan Commitments on a pro rata basis and (z) any reduction of ThirdFourth Delayed Draw Term Loan Commitments must be offered to all of the holders of ThirdFourth Delayed Draw Term B-1 Loan Commitments and ThirdFourth Delayed Draw Term B-2 Loan Commitments on a pro rata basis. Except as provided above, the amount of any such Revolving Commitment reduction shall not be applied to the L/C Sublimit or Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrowers Borrower may rescind or postpone any notice of termination of the any Commitments if such termination would have resulted from a refinancingrefinancing of all of the applicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise shall be delayed.

Optional. (i) The Borrowers Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments portions of any Classthe Term Commitments, the Tranche B Term Commitments, the Tranche C Term Loan Commitments, the Letter of Credit Sublimit, or theany unused Revolving Credit Commitments, or from time to time permanently reduce the unused Commitments portions of any Classthe Term Commitments, the Tranche B Term Commitments, the Tranche C Term Loan Commitments, the Letter of Credit Sublimit, or theany unused Revolving Credit Commitments; provided that (i) any such notice shall be received by the Administrative Agent three five (35) 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 $100,000 500,000 in excess thereof, or, if less, the entire amount of the unused portions of the Term Commitments, the Tranche B Term Commitments, the Tranche C Term Loan Commitments, the Letter of Credit Sublimit, or theany unused Revolving Credit Commitments in excess of the Outstanding Amount of allthe applicable Term Loans, Revolving Credit Loans, L/C Obligations not fully Cash Collateralized or Swing Line Loans, as applicable, and (iii) the Borrowers Borrower shall not terminate or reduce any Class of (A) the Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent repayment of prepayments hereunder, the Total Revolving Credit 105 Syniverse Credit Agreement Outstandings would exceed the Revolving Credit Loans and Swing Line Loans of such ClassFacility, the aggregate Revolving Credit Exposure of all Lenders in respect of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of CreditB) would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit unlessif, after giving effect thereto and to any reduction of the Commitmentsconcurrent prepayments hereunder, the Letter Outstanding Amount of Credit Sublimit or Swing Line Loans would exceed the Swing Line Sublimit exceeds Sublimit. (ii) Notwithstanding anything to the amount of the Revolving Credit Facility, contrary contained in which case such sublimit shall be automatically reduced by the amount of such excess. Notwithstanding the foregoingthis Agreement, the Borrowers Borrower may rescind or postpone any notice of termination or reduction of commitments under Section 2.06(a)(i) if the notice for such termination or reduction of commitments is for the entire amount of commitments then outstanding under any or all of the Commitments if Tranches and states that such termination would have resulted from a refinancing, which refinancing shall not be consummated notice was conditioned upon the occurrence or otherwise shall be delayednon-occurrence of any event specified therein (including the effectiveness of other credit facilities).

Optional. The Borrowers Borrowing Agent may, upon written notice to the Administrative Agent, terminate the unused Aggregate USD Revolving Commitments, the Aggregate Multi-Currency Revolving Commitments of any Classand/or the Aggregate Specified Currency Revolving Commitments, or from time to time permanently reduce the unused Aggregate USD Revolving Commitments, the Aggregate Multi-Currency Revolving Commitments of any Classand/or the Aggregate Specified Currency Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent three (3) not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 10,000,000 or any whole multiple of $100,000 1,000,000 in excess thereof, and (iii) the Borrowers Borrowing Agent shall not terminate or reduce any Class of the Aggregate USD Revolving Credit Commitments if, after giving effect thereto and to any concurrent repayment of the Revolving Credit Loans and Swing Line Loans of such Classprepayments hereunder, the aggregate Total USD Revolving Credit Exposure of all Lenders in respect of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) Outstandings would exceed the aggregate Aggregate USD Revolving Credit Commitments. The amount of any such Commitment reduction , (iv) the Borrowing Agent shall not be applied terminate or reduce the Aggregate Multi‑Currency Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Letter of Credit Sublimit Total Multi-Currency Revolving Outstandings would exceed the Aggregate Multi‑Currency Revolving Commitments, (v) the Borrowing Agent shall not terminate or reduce the Swing Line Sublimit unlessAggregate Specified Currency Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Specified Currency Revolving Outstandings would exceed the Aggregate Specified Currency Revolving Commitments, and (vi) if, after giving effect to any reduction of the Aggregate USD Revolving Commitments, the Letter of Credit L/C-BA Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate USD Revolving Credit FacilityCommitments, in which case such the applicable sublimit shall be automatically reduced by the amount of such excess. Notwithstanding The Administrative Agent will promptly notify the foregoing, the Borrowers may rescind or postpone applicable Revolving Lenders of any such notice of termination or reduction of the Aggregate USD Revolving Commitments, the Aggregate Multi-Currency Revolving Commitments if such termination would have resulted from a refinancingand/or the Aggregate Specified Currency Revolving Commitments, which refinancing shall not be consummated or otherwise as applicable. Any reduction of the Aggregate USD Revolving Commitments, Aggregate Multi-Currency Revolving Commitments and/or Aggregate Specified Currency Revolving Commitment shall be delayedapplied to the applicable Revolving Commitment of each applicable Revolving Lender according to its Applicable Revolving Percentage.

Optional. The Borrowers Company may, upon written notice to the Administrative Agent, terminate the unused Commitments of any ClassAggregate Revolving Credit Commitments, or from time to time permanently reduce the unused Aggregate Revolving Credit Commitments of any ClassTranche; provided that (i) any such notice shall be received by the Administrative Agent three (3) one Business Days Day prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount (A) of $1,000,000 500,000 or any whole multiple of $100,000 in excess thereofthereof or (B) equal to the Aggregate Revolving Credit Commitments of such Tranche at such time, and (iii) the Borrowers shall not terminate or reduce any Class of Revolving Credit Commitments if, after giving effect to any concurrent repayment of the Revolving Credit Loans and Swing Line Loans of such Class, the aggregate Revolving Credit Exposure of all Lenders in respect of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or Sublimit, the Swing Line Sublimit Sublimit, the US Dollar Revolving Credit Facility or the Multicurrency Revolving Credit Facility exceeds the amount of the Aggregate Revolving Credit FacilityCommitments, in which case such sublimit or facility commitments shall be automatically reduced by the amount of such excess, (iv) so long as the 2014 US Dollar Revolving Credit Commitments are outstanding, the Borrowers shall not reduce or terminate the US Dollar Revolving Credit Commitments of either Tranche under this paragraph unless they shall simultaneously and ratably reduce or terminate, as applicable, the corresponding US Dollar Revolving Credit Commitments of the other Tranche (it being understood and agreed that the Company may reduce or terminate 2014 US Dollar Revolving Credit Commitments under this paragraph without making any corresponding reduction or termination of the 2017 US Dollar Revolving Credit Commitments) and (v) so long as the 2014 Multicurrency Revolving Credit Commitments are outstanding, the Borrowers shall not reduce or terminate the Multicurrency Revolving Credit Commitments of either Tranche under this paragraph unless they shall simultaneously and ratably reduce or terminate, as applicable, the corresponding Multicurrency Dollar Revolving Credit Commitments of the other Tranche (it being understood and agreed that the Company may reduce or terminate 2014 Multicurrency Revolving Credit Commitments under this paragraph without making any corresponding reduction or termination of the 2017 Multicurrency Revolving Credit Commitments). Notwithstanding the foregoing, the Borrowers Company may rescind or postpone any notice of reduction or termination of the any Series of Revolving Credit Commitments if such reduction or termination would have resulted from a refinancingrefinancing of all or any part of the Facilities, which refinancing shall not be consummated or otherwise shall be delayed.

Optional. The Borrowers Borrower may, upon written notice to the Administrative Agent, terminate the unused Revolving Credit Commitments of any either Class, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the unused Revolving Credit Commitments of any either Class, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent three (3) not later than 12:00 noon five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 10,000,000 or any whole multiple of $100,000 1,000,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce any Class of (A) the Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent repayment of prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Loans and Swing Line Loans of such ClassFacility, (B) the aggregate Revolving Credit Exposure of all Lenders in respect of the Multicurrency Revolving Credit Facility (excluding if, after giving effect thereto and to any concurrent prepayments hereunder, the portion of such Class of Total Multicurrency Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) Outstandings would exceed the aggregate Multicurrency Revolving Credit Commitments. The amount of Facility, (C) the US Dollar Revolving Credit Facility if, after giving effect thereto and to any such Commitment reduction shall not be applied to 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 (E) the Swing Line Sublimit unlessif, after giving effect thereto and to any reduction of the Commitmentsconcurrent prepayments hereunder, the Letter Outstanding Amount of Credit Sublimit or Swing Line Loans would exceed the Swing Line Sublimit exceeds Sublimit; provided that any notice so given to the amount Administrative Agent in connection with a refinancing of all Obligations (other than contingent indemnification obligations) may be conditional on the effectiveness of the Revolving Credit replacement credit agreement or other similar document and may be revoked by the Borrower if such condition is not satisfied, subject to the provisions of Section 3.05. In addition, during the Availability Period in respect of the Term A Facility, the Borrower may, upon notice to the Administrative Agent as set forth above, from time to time terminate (in which case such sublimit shall be automatically reduced by whole or in part) the amount of such excess. Notwithstanding the foregoing, the Borrowers may rescind or postpone any notice of termination unused portion of the Commitments if such termination would have resulted from a refinancing, which refinancing shall not be consummated or otherwise shall be delayedaggregate Term A Commitments.

Optional. The Borrowers Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments Revolving Credit Facility, the Letter of any Class, Credit Subfacility or the Swing Line Subfacility or from time to time permanently reduce the unused Commitments Revolving Credit Facility, the Letter of any ClassCredit Subfacility or the Swing Line Subfacility; provided that (i) any such notice shall be received by the Administrative Agent three (3) not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Revolving Credit Facility shall be in an aggregate amount of $1,000,000 10,000,000 or any whole multiple of $100,000 1,000,000 in excess thereof, and (iii) the Borrowers Borrower shall not terminate or reduce any Class of (A) the Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent repayment prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (B) the Letter of Credit Subfacility if, after giving effect thereto, the Outstanding Amount of L/C Obligations would exceed the Letter of Credit Subfacility or (C) the Swing Line Subfacility if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Subfacility. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Revolving Credit Loans and Facility, the Letter of Credit Subfacility or the Swing Line Loans of such Class, the aggregate Revolving Credit Exposure of all Lenders in respect Subfacility. Any reduction of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer with respect to such Letters of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage, and upon any resulting reduction of the Letter of Credit Sublimit or the Swing Line Sublimit unless, after giving effect to any reduction of the CommitmentsSubfacility, the Letter of Credit Sublimit or of each L/C Issuer shall be reduced on a pro rata basis. All fees accrued until the Swing Line Sublimit exceeds the amount effective date of any termination of the Revolving Credit Facility, in which case such sublimit Facility shall be automatically reduced by paid on the amount effective date of such excesstermination. Notwithstanding the foregoingFollowing any such termination or reduction, the Borrowers Administrative Agent may rescind or postpone any notice of termination of in its discretion replace the Commitments if existing Schedule 2.01 with an amended and restated schedule that reflects all such termination would have resulted from a refinancing, which refinancing shall not be consummated or otherwise shall be delayed.terminations and reductions. 66