Common use of Optional Clause in Contracts

Optional. The Borrower may at any time, without premium or penalty, upon written notice to the Administrative Agent (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, 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 that is an integral multiple of $1.0 million and not less than $1.0 million and (iii) the 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 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 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 unless, after giving effect to any reduction of the Commitments, the Letter of Credit 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 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 Borrower may at any time, without premium or penaltymay, upon written notice to the Administrative Agent (or Agent, terminate the Revolver Agent in unused portions of the case of any notice in connection with any Revolving Credit Facilities, Revolving Credit Term Commitments, Revolving the Letter of Credit LoansSublimit, Extended the Revolving Credit Commitments or Loans thereunder or Incremental Revolving Credit Commitments), terminate the unused Commitments of 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, provided that (i) any such notice shall be received by the Administrative Agent five (or the Revolver Agent, as applicable) three (35) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount that is an integral of $1,000,000 or any whole multiple of $1.0 million and not less than $1.0 million 1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Alternative Currency Sublimit with respect to any Alternative Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Loans denominated in such Alternative Currency would exceed the Alternative Currency Sublimit with respect to such Alternative Currency. Each reduction in the Revolving Credit Commitments hereunder shall be made, at the Borrower’s option, to any Class of Revolving Credit Commitments if, after giving effect to any concurrent repayment of outstanding on such date ratably among the Revolving Credit 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 accordance with their Pro Rata Shares. The Borrower has made arrangements satisfactory shall pay to the Administrative Agent (or the Revolver Agent, as applicable) and 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 unless, after giving effect to any reduction of the Commitments, the Letter of Credit 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 Borrower 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 Borrower may at any time, without premium or penaltymay, upon written notice by the Borrower to the Administrative Agent (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)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, provided that (i) any such notice shall be received by the Administrative Agent three Business Days (or such shorter period as the Revolver Agent, as applicableAdministrative Agent shall agree) three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount that is an integral of $500,000 or any whole multiple of $1.0 million and not less than $1.0 million 100,000 in excess thereof and (iii) the 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 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 Borrower has made arrangements satisfactory to the Administrative Agent (or the Revolver Agent, as applicable) 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 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 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 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 Borrower 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 Borrower may at any time, without premium or penaltyBorrowers may, upon written notice by the Borrower Representative (on behalf of the Borrowers) to the Administrative Agent (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)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, provided that (i) any such notice shall be received by the Administrative Agent five Business Days (or such shorter period as the Revolver Agent, as applicableAdministrative Agent shall agree) three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount that is an integral of $2,000,000 or any whole multiple of $1.0 million and not less than $1.0 million 500,000 in excess thereof and (iii) the Borrower 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 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 Borrower has made arrangements satisfactory to the Administrative Agent (or the Revolver Agent, as applicable) 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 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 exceeds or (C) the amount Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Revolving Credit FacilitySwing Line Sublimit. Any such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such 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 Borrower 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 Borrower may at any time, without premium or penaltymay, upon written notice to the Administrative Agent (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)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, provided that (i) any such notice shall be received by the Administrative Agent (or the Revolver Agent, as applicable) 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 that is an integral of $2,500,000 or any whole multiple of $1.0 million and not less than $1.0 million 500,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the 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 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 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 Replaced Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit unless, after giving effect to any reduction of the Commitments, the Letter of Credit 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 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 Borrower may at any time, without premium or penaltyBorrowers may, upon written notice by the Borrower Representative (on behalf of the Borrowers) to the Administrative Agent (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)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, provided that (i) any such notice shall be received by the Administrative Agent five Business Days (or such shorter period as the Revolver Agent, as applicableAdministrative Agent shall agree) three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount that is an integral of $2,000,000 or any whole multiple of $1.0 million and not less than $1.0 million 500,000 in excess thereof and (iii) the Borrower 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 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 Borrower has made arrangements satisfactory to the Administrative Agent (or the Revolver Agent, as applicable) 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 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 exceeds or (C) the amount Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Revolving Credit FacilitySwing Line Sublimit. Any such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such 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 Borrower 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 Borrower may at any time, without premium or penaltyBorrowers may, upon written notice by the Parent Borrower to the Administrative Agent (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)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, provided that (i) any such notice shall be received by the Administrative Agent three Business Days (or such shorter period as the Revolver Agent, as applicableAdministrative Agent shall agree) three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount that is an integral of $500,000 or any whole multiple of $1.0 million and not less than $1.0 million 100,000 in excess thereof and (iii) the Borrower 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 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 Borrower has made arrangements satisfactory to the Administrative Agent (or the Revolver Agent, as applicable) 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 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 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 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 Borrower 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. (i) The Borrower shall have the right, upon 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 at terminate the unused amount of the Revolving Commitment of any time, without premium or penalty, Lender that is a Defaulting Lender upon written not less than five days’ irrevocable notice to the Administrative Agent (or which shall promptly notify 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 CommitmentsLenders thereof), terminate and in such event the unused Commitments provisions of any ClassSection 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, provided that (i) any such notice no Event of Default shall have occurred and be received by the Administrative Agent (or the Revolver Agentcontinuing, as applicable) three (3) Business Days prior to the date of termination or reduction, and (ii) any such partial reduction shall be in an aggregate amount that is an integral multiple of $1.0 million and not less than $1.0 million and (iii) the 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 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 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 termination shall not be applied deemed to be a waiver or release of any claim the Letter of Credit Sublimit unless, after giving effect to any reduction of the CommitmentsBorrower, the Letter of Credit 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 Borrower 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 Borrower may at any time, without premium or penaltymay, upon written notice to the Administrative Agent (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)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, provided that (i) any such notice shall be received by the Administrative Agent (or the Revolver Agent, as applicable) 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 that is an integral of $5,000,000 or any whole multiple of $1.0 million and not less than $1.0 million 1,000,000 in excess thereof and (iii) the 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 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 Borrower has made arrangements satisfactory to the Administrative Agent (or the Revolver Agent, as applicableB) 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 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 Swing Line Sublimit exceeds if, after giving effect thereto and to any concurrent prepayments hereunder, the amount Outstanding Amount of Swing Line Loans would exceed the Revolving Credit FacilitySwing Line Sublimit. Notwithstanding anything to the contrary contained herein, any notice of termination may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such 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 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 delayedreduction amount.

Optional. (i) The Borrower may at any time, without premium or penaltyCompany may, upon written notice to the Revolving Facility Administrative Agent (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)Agent, terminate the unused Commitments of any ClassAggregate Revolving Commitments, or from time to time permanently reduce the unused Aggregate Revolving Commitments to an amount not less than the Total Revolving Outstandings (after giving effect to any concurrent prepayment of any ClassRevolving Loans); provided, provided that (iA) any such notice shall be received by the Revolving Facility Administrative Agent (or the Revolver Agent, as applicable) not later than 2:00 p.m. three (3) Business Days prior to the date of termination or reduction, (iiB) any such partial reduction shall be in an aggregate amount that is an integral of $5,000,000 or any whole multiple of $1.0 million and not less than $1.0 million and 1,000,000 in excess thereof, (iiiC) the 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 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 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 unless, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Alternative Currency 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 (D) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Notwithstanding The Revolving Facility Administrative Agent will promptly notify the foregoing, the Borrower may rescind or postpone Lenders of any such notice of termination or reduction of the Commitments if Aggregate Revolving Commitments. Except as provided in clause (C) of the preceding sentence, the amount of any such termination would have resulted from a refinancing, which refinancing Aggregate Revolving Commitment reduction 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 Aggregate Revolving Commitments shall be delayedapplied to the Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued with respect thereto until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination.

Optional. The Borrower may at any time, without premium or penaltymay, upon written notice to the Administrative Agent (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)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 (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 that is an integral of $1,000,000 or any whole multiple of $1.0 million and not less than $1.0 million 100,000 in excess thereof and (iii) the 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 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 Borrower has made arrangements satisfactory to Borrower, the Administrative Agent (or the Revolver Agent, as applicable) 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 Swingline Sublimit unless, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the 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 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 Borrower may at any time, without premium or penaltyBorrowers may, upon written notice to the Administrative Agent (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)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, provided that (i) any such notice shall be received by the Administrative Agent (or the Revolver Agent, as applicable) 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 that is an integral of $1,000,000, or any whole multiple of $1.0 million and not less than $1.0 million and 500,000 in excess thereof or, if less, the entire amount thereof, (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 Borrower, including as to any Class of Extended Revolving Credit Commitments or existing Revolving Credit Commitments (including any Incremental Revolving Credit Commitments), (iv) if, after giving effect to any reduction of the Revolving Credit Commitments, the LC Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess and (v) in any event, the applicable Borrower shall not terminate or reduce any Class of the Revolving Credit Commitments if, after giving effect to any concurrent repayment prepayment of the Revolving Credit Loans of such Classin accordance with Section 2.05, 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 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 Line Cap at such Commitment reduction shall not be applied to the Letter of Credit Sublimit unless, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit exceeds the amount of the Revolving Credit Facility, in which case such sublimit shall be automatically reduced by the amount of such excesstime. Notwithstanding the foregoing, the 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 Borrower may at any time, without premium or penaltymay, upon written notice (or telephonic notice promptly confirmed in writing) (an “Optional Termination/Reduction Notice”) to the Administrative Agent (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)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, provided that (i) any such notice Optional Termination/Reduction Notice shall be received by the Administrative Agent (or the Revolver Agent, as applicable) 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 that is an integral of $5,000,000 or any whole multiple of $1.0 million and not less than $1.0 million and 1,000,000 in excess thereof, (iii) the 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 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 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) 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 unless, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit 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 Borrower may rescind 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 Borrower may at any time, without premium or penaltymay, upon written notice to the Administrative Agent (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)Agent, terminate the unused Commitments Revolving Credit Facility or the Letter of any ClassCredit Subfacility, or from time to time permanently reduce the unused Commitments Revolving Credit Facility or the Letter of any ClassCredit Subfacility; provided, provided that (i) any such notice shall be received by the Administrative Agent (or the Revolver Agent, as applicable) 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 that is an integral of $10,000,000 or any whole multiple of $1.0 million and not less than $1.0 million 1,000,000 in excess thereof and (iii) the 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 of prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Loans Facility or (y) the Letter of such ClassCredit Subfacility if, after giving effect thereto, the aggregate Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Subfacility. The Administrative Agent will promptly notify the Revolving Credit Exposure Lenders of all Lenders in respect any such notice of termination or reduction of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters or Letter of Credit if and to the extent that the 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 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 unless, after giving effect to any reduction of the CommitmentsSubfacility, the Letter of Credit Sublimit exceeds of each L/C Issuer shall be reduced on a pro rata basis. All fees accrued until 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 Borrower 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 Borrower may at any time, without premium or penaltymay, upon written notice by the Borrower to the Administrative Agent (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)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, provided that (i) any such notice shall be received by the Administrative Agent three Business Days (or such shorter period as the Revolver Agent, as applicableBlackstone Credit Representative and the Administrative Agent shall agree) three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount that is an integral of $500,000 or any whole multiple of $1.0 million and not less than $1.0 million 100,000 in excess thereof and (iii) the 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 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 Borrower has made arrangements satisfactory to the Administrative Agent (or the Revolver Agent, as applicable) 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 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 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 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 Borrower 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 Borrower may at any time, without premium or penaltymay, upon written notice to the Administrative Agent (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)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, provided that (i) any such notice shall be received by the Administrative Agent (or the Revolver Agent, as applicable) 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 that is an integral of $5,000,000 or any whole multiple of $1.0 million and not less than $1.0 million 1,000,000 in excess thereof and (iii) the 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 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 Borrower has made arrangements satisfactory to the Administrative Agent (or the Revolver Agent, as applicableB) 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 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 Swing Line Sublimit exceeds if, after giving effect thereto and to any concurrent prepayments hereunder, the amount Outstanding Amount of Swing Line Loans would exceed the Revolving Credit FacilitySwing Line Sublimit. Notwithstanding anything to the contrary contained herein, any notice of termination may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such 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 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 delayedreduction amount.

Optional. The Parent Borrower may at any time, without premium or penaltymay, upon written notice to the Administrative Agent (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)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 five (or the Revolver Agent, as applicable) three (35) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount that is an integral of $10,000,000 or any whole multiple of $1.0 million and not less than $1.0 million and 1,000,000 in excess thereof, (iii) the 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 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 Swing Line Sublimit if, after giving effect thereto, the Outstanding Amount of all Swing Line Loans would exceed the Swing Line Sublimit; provided, further, that, upon any such partial reduction of the Revolving Credit 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 the extent that the Borrower has made arrangements satisfactory to Sublimit, unless Parent Borrower, the Administrative Agent (or the Revolver Agent, as applicable) 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 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 Borrower may at any time, without premium or penaltymay, upon written notice to the Administrative Agent (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)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, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (or the Revolver Agent, as applicable) three (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 that is an integral of $10,000,000 or any whole multiple of $1.0 million and not less than $1.0 million 1,000,000 in excess thereof, and (iii) the 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 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 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 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 unless, after giving effect to any reduction of the CommitmentsSubfacility, the Letter of Credit Sublimit exceeds of each L/C Issuer shall be reduced on a pro rata basis. All fees accrued until 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 Borrower 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 Borrower may at any time, without premium or penaltymay, upon written notice by the Borrower to the Administrative Agent (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)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, provided that (i) any such notice shall be received by the Administrative Agent three Business Days (or such shorter period as the Revolver Agent, as applicableAdministrative Agent shall agree) three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount that is an integral of $1,000,000 (or the equivalent Dollar Amount) or any whole multiple of $1.0 million and not less than $1.0 million 100,000 (or the equivalent Dollar Amount) in excess thereof and (iii) the 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 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 Borrower has made arrangements satisfactory to the Administrative Agent (or the Revolver Agent, as applicable) 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 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 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 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 Borrower 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 Borrower may at any time, without premium or penaltyBorrowers may, upon written notice by the Company to the Administrative Agent (and without penalty or premium, terminate the Revolver Agent in the case of any notice in connection with any Revolving Credit Facilities, Aggregate Revolving Credit Commitments, Revolving the Letter of Credit Loans, Extended Revolving Credit Commitments Sublimit or Loans thereunder or Incremental Revolving Credit Commitments), terminate the unused Commitments of any ClassSwing 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, provided that (i) any such notice shall be received by the Administrative Agent (or the Revolver Agent, as applicable) 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 that is an integral of $5,000,000 or any whole multiple of $1.0 million and not less than $1.0 million and 1,000,000 in excess thereof, (iii) the Borrower 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 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 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) 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 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 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 Borrower 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 Borrower may at any time, without premium or penaltymay, upon written notice to the Administrative Agent (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)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, provided that (i) any such notice shall be received by the Administrative Paying Agent (or the Revolver Agent, as applicable) 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 that is an integral of $10,000,000 or any whole multiple of $1.0 million and not less than $1.0 million and 1,000,000 in excess thereof, (iii) the 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 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 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) 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 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 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 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 Borrower may Representative shall have the right to terminate or reduce the aggregate unused amount of either Tranche of Commitments at any time, without premium or penalty, upon written notice to the Administrative Agent (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 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 the Revolver Agent, as applicable) 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 that is an integral multiple of $1.0 million and not less than $1.0 million and (iii) the 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 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 Borrower has made arrangements satisfactory Commitments to the Administrative Agent (or for the Revolver Agent, as applicable) and account of the applicable L/C Issuer with respect to such Letters Lenders. Any reduction of Credit and such L/C Issuer has released the Revolving Credit Lenders from their participation obligations with respect to such Letters a Tranche of Credit) would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction Commitments shall not be applied to the Letter applicable Tranche of Credit Sublimit unless, after giving effect Commitments of each Lender according to any reduction of the Commitments, the Letter of Credit 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 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 delayedits Applicable Commitment Percentage.

Optional. The Borrower may at any time, without premium or penaltymay, upon written notice to the Administrative Agent (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)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 (or the Revolver Agent, as applicable) 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 that is an integral of $500,000 or any whole multiple of $1.0 million and not less than $1.0 million 100,000 in excess thereof and (iii) the Borrower 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 Sublimit or the Swing Line 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 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 Commitmentsexcess. The amount of any such Working Capital RC Commitment reduction shall not be applied to the Letter of Credit Sublimit unless, after giving effect to or the Swing Line Sublimit unless otherwise specified by the Borrower. At the time of any termination or reduction of the Pre-Funded RC Commitments, the Letter of Credit Sublimit exceeds 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 of the Revolving Credit Facility, in which case equal to such sublimit shall be automatically reduced by reduction or the amount of such excessPre-Funded RC Commitment being terminated, as the case may be. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments 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 Parent Borrower may at any time, without premium or penaltymay, upon written notice to the Administrative Agent (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)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 (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 that is an integral of $1,000,000 or any whole multiple of $1.0 million and not less than $1.0 million 100,000 in excess thereof and (iii) the Borrower 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 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 Borrower has made arrangements satisfactory to Parent Borrower, the Administrative Agent (or the Revolver Agent, as applicable) 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 Swingline Sublimit unless, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the 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 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 Borrower may at any time, without premium or penaltymay, upon written notice to the Administrative Agent (or which notice may, at the Revolver Agent in Borrower’s election, be conditioned upon the case 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 in connection with any Revolving Credit Facilities, Revolving Credit Commitments, Revolving Credit Loans, Extended Revolving Credit Commitments or Loans thereunder or Incremental Revolving Credit Commitmentsthat 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, provided that (i) any such notice shall be received by the Administrative Agent (or the Revolver Agent, as applicable) 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 that is an integral of $10,000,000 or any whole multiple of $1.0 million and not less than $1.0 million and 1,000,000 in excess thereof, (iii) the 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 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 Borrower has made arrangements satisfactory to the Administrative Agent (or the Revolver Agent, as applicableiv) 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 unlessif, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit 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 Borrower 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 Borrower may at any time, without premium or penaltymay, upon written notice by the Borrower to the Administrative Agent (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)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, provided that (i) any such notice shall be received by the Administrative Agent three Business Days (or such shorter period as the Revolver Agent, as applicableAdministrative Agent shall agree) three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount that of (or an amount the amount of which is an integral equal to) $1,000,000 or any whole multiple of $1.0 million and not less than $1.0 million thereof and (iii) the 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 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 Borrower has made arrangements satisfactory to the Administrative Agent (or the Revolver Agent, as applicable) 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 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 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 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 Borrower 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 Lead Borrower may at any time, without premium or penaltymay, upon written notice to the Administrative Agent (or Agent, terminate the Revolver Agent in the case of any notice in connection with any Revolving Credit FacilitiesFacility, the Tranche 1 Revolving Credit Commitments, Revolving Credit Loans, Extended Revolving Credit Commitments or Loans thereunder or Incremental the Tranche 2 Revolving Credit Commitments), terminate the unused Commitments 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, provided that (i) any such notice shall be received by the Administrative Agent (or the Revolver Agent, as applicable) 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 that is an integral of $5,000,000 or any whole multiple of $1.0 million and not less than $1.0 million 1,000,000 in excess thereof and (iii) the Lead Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any 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 of such Classprepayments hereunder, the aggregate Tranche 1 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 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 Tranche 1 Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) would exceed the aggregate Tranche 1 Revolving Credit Commitments. The amount , (C) the Tranche 2 Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Tranche 2 Revolving Credit Exposure of any such Commitment reduction shall not be applied to all Tranche 2 Revolving Credit Lenders would exceed the Tranche 2 Revolving Credit Commitments, (D) the Letter of Credit 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 exceeds or the amount of L/C Obligations held by Citibank not fully Cash Collateralized hereunder would exceed the Revolving Credit FacilityCitibank L/C Sublimit or (E) the Swing Line Loan Sublimit if, 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 Borrower 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 Loan Sublimit.

Optional. The Borrower may at any time, without premium or penaltyBorrowers may, upon written notice by the Parent Borrower to the Administrative Agent (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)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, provided that (i) any such notice shall be received by the Administrative Agent three Business Days (or such shorter period as the Revolver Agent, as applicableAdministrative Agent shall agree) three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount that is an integral of $1,000,000 (or the equivalent Dollar Amount) or any whole multiple of $1.0 million and not less than $1.0 million 100,000 (or the equivalent Dollar Amount) in excess thereof and (iii) the Borrower Borrowers shall not terminate or reduce (A) the Commitments under any 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 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 Borrower has made arrangements satisfactory to the Administrative Agent (or the Revolver Agent, as applicable) 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 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 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 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 Borrower 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 Borrower may at any time, without premium or penalty, upon written notice to the Administrative Agent (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)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 (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 that is an integral multiple of $1.0 million and not less than $1.0 million and (iii) the 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 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 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 Borrower may at any time, without premium or penaltyBorrowers may, upon written notice by the Company to the Administrative Agent (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)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, provided that (i) any such notice shall be received by the Administrative Agent (or the Revolver Agent, as applicable) 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 that is an integral of $1,000,000 or any whole multiple of $1.0 million and not less than $1.0 million 100,000 in excess thereof and (iii) the Borrower 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 of such ClassTotal (USD) Outstandings would exceed the Aggregate (USD) Commitments, (B) the Aggregate (MC) Commitments if, after giving effect thereto and to 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 Borrower has made arrangements satisfactory to the Administrative Agent (or the Revolver Agent, as applicable) and the applicable Outstanding Amount of L/C Issuer Obligations 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) Bankers’ Acceptances denominated in an Alternative Currency not fully Cash Collateralized hereunder would exceed the aggregate Revolving Alternative Currency Letter of Credit Commitments. The amount of any such Commitment reduction shall not be applied to Sublimit, (D) the Letter of Credit Sublimit unlessif, after giving effect thereto, the Outstanding Amount of L/C Obligations with respect to any reduction Letters of the Commitments, Credit and Bankers’ Acceptances not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit exceeds or (E) the amount of the Revolving Credit FacilitySwing Line Sublimit if, in which case such sublimit shall be automatically reduced by the amount of such excess. Notwithstanding the foregoingafter giving effect thereto, the Borrower 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 Borrower may at any time, without premium or penaltymay, upon written notice to the Administrative Agent (or which notice may, at the Revolver Agent in Borrower’s election, be conditioned upon the case effectiveness of other transactions, provided the Borrower shall compensate each Lender for any additional amounts required pursuant to Section 3.05 suffered as a result of the revocation 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 Commitmentsconditional notice), terminate the unused Commitments of any ClassAggregate Commitments, or from time to time permanently reduce the unused Commitments of any ClassAggregate Commitments; provided, provided that (i) any such notice (which may be in electronic form) shall be received by the Administrative Agent (or the Revolver Agent, as applicable) 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 that is an integral of $10,000,000 or any whole multiple of $1.0 million and not less than $1.0 million and 1,000,000 in excess thereof, (iii) the 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 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 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) Total Outstandings would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit unlessAggregate Commitments and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit exceeds the amount of the Revolving Credit FacilityAggregate Commitments, 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 Borrower may rescind or postpone Lenders of any such notice of termination or reduction of the Aggregate Commitments if or such sublimit. The Administrative Agent will promptly notify the Lenders of any such notice of termination would have resulted from a refinancing, which refinancing shall not be consummated or otherwise reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be delayedapplied to the 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 Borrower may at any time, without premium or penaltymay, upon written notice by the Borrower to the Administrative Agent (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)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, provided that (i) any such notice shall be received by the Administrative Agent (or the Revolver Agent, as applicable) 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 that is an integral of $10,000,000 or any whole multiple of $1.0 million and not less than $1.0 million 1,000,000 in excess thereof and (iii) the 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 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 Borrower has made arrangements satisfactory to the Administrative Agent (or the Revolver Agent, as applicable) 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 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 exceeds if, after giving effect thereto and to any concurrent prepayments hereunder, the amount 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 Revolving Credit Facilityoccurrence or non-occurrence of any event specified therein (including the effectiveness of other 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 Borrower 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 Borrower may at any time, without premium or penaltymay, upon written notice to the Administrative Agent (or Agent, terminate the Revolver Agent in the case of any notice in connection with any Revolving Credit Facilities, Revolving Credit Commitments, Revolving the Letter of Credit Loans, Extended Revolving Credit Commitments Sublimit or Loans thereunder or Incremental Revolving Credit Commitments), terminate the unused Commitments of any ClassSwing 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, provided that (i) any such notice shall be received by the Administrative Agent (or the Revolver Agent, as applicable) 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 that is an integral of $1,000,000 or any whole multiple of $1.0 million and not less than $1.0 million and 1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the 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 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 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 Replaced Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit unless, after giving effect to any reduction of the Commitments, the Letter of Credit 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 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. (i) The Borrower may at any time, without premium or penaltyBorrowers may, upon written notice to the Administrative Agent (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)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, provided that (ix) any such notice shall be received by the Administrative Agent (or not later than 11:00 A.M. on the Revolver Agent, as applicable) three (3) 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 that is an integral of $1,000,000 or any whole multiple of $1.0 million and not less than $1.0 million 500,000 in excess thereof and (iiiz) the Borrower 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 of such ClassFacility, (B) the US Dollar Revolving Credit Facility if, after giving effect thereto and to 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 Borrower has made arrangements satisfactory to the Administrative Agent (or the Revolver Agent, as applicableC) 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 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 (D) the Swing Line Sublimit exceeds if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line 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 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 delayedexcess thereof.

Optional. The Borrower may at any time, without premium or penaltyTimken may, upon written notice to the Administrative Paying Agent (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)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, provided that (i) any such notice shall be received by the Administrative Paying Agent (or the Revolver Agent, as applicable) 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 that is an integral of $10,000,000 or any whole multiple of $1.0 million and not less than $1.0 million and 1,000,000 in excess thereof, (iii) the Borrower 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 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 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) 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 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 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 Borrower 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. (i) The Borrower may at any time, without premium or penaltymay, upon written notice to the Administrative Agent (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)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, provided that (iA) any such notice shall be received by the Administrative Agent (or the Revolver Agentnot later than 12:00 p.m., as applicable) three (3) Business Days prior to 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 that is an integral of $1,000,000, or any whole multiple of $1.0 million and not less than $1.0 million and (iii) the Borrower shall not terminate or reduce any Class of Revolving Credit Commitments if500,000, after giving effect to any concurrent repayment of the Revolving Credit Loans of such Classin excess thereof or, if 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 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 entire amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit unless, after giving effect to any reduction of the Commitments, the Letter of Credit 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 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 Borrower may at any time, without premium or penaltymay, upon written notice to the Administrative Agent (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)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, provided that (i) any such notice shall be received by the Administrative Agent (or the Revolver Agent, as applicable) 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 that is an integral of $10,000,000 or any whole multiple of $1.0 million and not less than $1.0 million and 1,000,000 in excess thereof, (iii) the 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 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 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 Aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to , the Financial/Commercial Letter of Credit Sublimit unless, after giving effect to any reduction of or the Commitments, the Letter of Credit 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 Borrower 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 Borrower may at any time, without premium or penaltymay, upon written notice to the Administrative Agent (or Agent, terminate the Revolver Agent in the case of any notice in connection with any Revolving Credit Facilities, Revolving Credit Commitments, Revolving Credit Loans, Extended Aggregate Revolving Credit Commitments or Loans thereunder or Incremental Revolving Credit the aggregate Term Loan Commitments), terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Aggregate Revolving Credit Commitments of any Classor the aggregate Term Loan Commitments; provided, provided that (i) any such notice shall be received by the Administrative Agent (or the Revolver Agent, as applicable) 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 that is an integral of $5,000,000 or any whole multiple of $1.0 million and not less than $1.0 million and 1,000,000 in excess thereof, (iii) the 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 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 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) 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 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 shall be automatically reduced by the amount of such excess. Notwithstanding The Administrative Agent will promptly notify the foregoing, the Borrower 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. The Revolving Loan Borrower may (or either Borrower, in the case of the Synthetic Letter of Credit Commitment Amount) may, from time to time on any Business Day occurring after the Closing Date, voluntarily reduce the amount of the Revolving Loan Commitment Amount, the Swing Line Loan Commitment Amount, the Revolving Letter of Credit Commitment Amount or the Synthetic Letter of Credit Commitment Amount on the Business Day so specified by such Borrower; provided that, all such reductions shall require at any time, without premium or penalty, upon written least one Business Day’s prior notice to the Administrative Agent (or the Revolver Agent in the case and be permanent, and any partial reduction 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, 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 Commitment Amount shall be in an aggregate a minimum amount that is of $5,000,000 and in an integral multiple of $1.0 million and not less than $1.0 million and (iii) the Borrower shall not terminate 1,000,000. Any optional or reduce any Class of Revolving Credit Commitments if, after giving effect to any concurrent repayment 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 Revolving Letter of Credit Loans of such Class, the aggregate Revolving Credit Exposure of all Lenders Commitment Amount shall result in respect an automatic and corresponding reduction of the Swing Line Loan Commitment Amount and/or 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 (as directed by the extent that the Revolving Loan Borrower has made arrangements satisfactory in a notice to the Administrative Agent (or delivered together with the Revolver Agentnotice of such voluntary reduction in the Revolving Loan Commitment Amount) to an aggregate amount not in excess of the Revolving Loan Commitment Amount, as applicable) and so reduced, without any further action on the applicable L/C Issuer with respect to such Letters part 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 Swing Line Lender or any Issuer. In no event shall the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Synthetic Letter of Credit Sublimit unless, after giving effect Commitment Amount be reduced to any reduction of an amount that is less than the Commitments, the Synthetic Letter of Credit 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 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 delayedOutstandings.

Optional. The Borrower may at any time, without premium or penaltymay, upon written notice to the Administrative Agent (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)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, provided that (i) any such notice shall be received by the Administrative Agent (or the Revolver Agent, as applicable) 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 that is an integral of $10,000,000 or any whole multiple of $1.0 million and not less than $1.0 million 1,000,000 in excess thereof and (iii) the 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 Facility, Letter of such Class, the aggregate Revolving Credit Exposure of all Lenders in respect Subfacility or Swing Line 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 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 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 unless, after giving effect to any reduction of the CommitmentsSubfacility, the Letter of Credit Sublimit exceeds of each L/C Issuer shall be reduced on a pro rata basis. All fees accrued until 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 Borrower 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 Borrower may at any time, without premium or penaltymay, upon written notice to the Administrative Agent (or Agent, terminate the Revolver Agent in the case of any notice in connection with any Revolving Credit Facilities, Revolving Credit Commitments, Revolving Credit Loans, Extended Aggregate Revolving Credit Commitments or Loans thereunder or Incremental Revolving Credit Commitments), terminate the unused Commitments of any ClassSwing 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, provided that (i) any such notice shall be received by the Administrative Agent (or the Revolver Agent, as applicable) 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 that is an integral of $1,000,000 or any whole multiple of $1.0 million and not less than $1.0 million and 1,000,000 in excess thereof, (iii) the 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 Commitments of such Class, provided that a notice of termination of the aggregate 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 Commitments delivered by the Borrower has made arrangements satisfactory may state that such notice is conditioned upon (i) the effectiveness of another credit facility or the closing of a securities offering or (ii) a Change of Control, in which case such notice may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (or provided further that the Revolver Agent, as applicable) and failure of such contingency shall not relieve the applicable L/C Issuer with 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 unless, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit 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 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 Initial Borrower may at any time, without premium or penaltymay, upon written notice to the Administrative Agent (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)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 two (or the Revolver Agent, as applicable) three (32) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount that is an integral of $1,000,000 or any whole multiple of $1.0 million and not less than $1.0 million 100,000 in excess thereof, and (iii) the 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 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 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 unless, after giving effect to any reduction of the Commitments, the Letter of Credit 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 foregoingExcept as provided above, the amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Initial Borrower. It is understood and agreed that (1) the Initial Borrower may rescind allocate any termination or postpone reduction of Commitments among Classes of Commitments at its direction (including, for the avoidance of doubt, to the Commitments with respect to any notice Class of Extended Revolving Credit Commitments without any termination or reduction of the Commitments if 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 termination would have resulted from a refinancing, which refinancing shall not be consummated or otherwise Extended Revolving Credit Commitments on such date shall be delayedreduced 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 any Loans made on such date, the aggregate amount of the revolving credit exposure of any such Lender does not exceed the Existing Revolving Credit Commitment thereof (such revolving credit exposure and Revolving Credit Commitment being determined in each case, for the avoidance of doubt, exclusive of such Lender’s Extended Revolving Credit Commitment and any exposure in respect thereof).

Optional. The Borrower may at any time, without premium or penaltymay, upon written notice to the Administrative Agent (or Agent, terminate the Revolver Agent in unused portions of the case Letter of any notice in connection with any Revolving Credit FacilitiesSublimit, Revolving Credit Commitments, Revolving Credit Loans, Extended the Revolving Credit Commitments or Loans thereunder or Incremental Revolving Credit the Delayed Draw Term Commitments), terminate the unused Commitments of any Class, 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, 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 that is an integral of $1,000,000 or any whole multiple of $1.0 million and not less than $1.0 million 1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, 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 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 . The Borrower has made arrangements satisfactory shall pay to the Administrative Agent (or the Revolver Agent, as applicable) and 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 unless, after giving effect to any reduction of the Commitments, the Letter of Credit 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 Borrower 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 Borrower may at any time, without premium or penaltymay, upon written notice to the Administrative Agent (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)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, provided that (i) any such notice shall be received by the Administrative Agent (or the Revolver Agent, as applicable) 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 that is an integral of $1,000,000 or any whole multiple of $1.0 million and not less than $1.0 million 500,000 in excess thereof and (iii) the 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 of such Class, the aggregate Revolving Credit Exposure of all Lenders Commitments in respect of the Revolving Credit Facility such Tranche, (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrower has made arrangements satisfactory to the Administrative Agent (or the Revolver Agent, as applicableB) 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 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 exceeds or (C) the amount Swingline Sublimit if, after giving effect thereto, the Outstanding Amount of Swingline Loans outstanding hereunder would exceed the Revolving Credit FacilitySwingline Sublimit. (ii) Any such notice of termination or reduction of commitments pursuant to Section 2.06(a)(i) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such 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 Borrower 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 Borrower may at any time, without premium or penaltymay, upon written notice to the Administrative Agent (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)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, provided that (i) any such notice shall be received by the Administrative Agent three Business Days (or such shorter period as the Revolver Agent, as applicableAdministrative Agent shall agree) three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount that is an integral of $2,000,000 or any whole multiple of $1.0 million and not less than $1.0 million 500,000 in excess thereof and (iii) the 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 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 Borrower has made arrangements satisfactory to the Administrative Agent (or the Revolver Agent, as applicableC) 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 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 exceeds 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 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 (by written notice to the foregoing, Administrative Agent on or prior to 2:00 p.m. (New York City time) on the Borrower 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 Borrower may at any time, without premium or penaltyBorrowing Agent may, upon written notice to the Administrative Agent (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)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, provided that (i) any such notice shall be received by the Administrative Agent (or the Revolver Agent, as applicable) 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 that is an integral of $10,000,000 or any whole multiple of $1.0 million and not less than $1.0 million and 1,000,000 in excess thereof, (iii) the Borrower 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 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 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) 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 unlessTotal Multi-Currency Revolving Outstandings would exceed the Aggregate Multi-Currency Revolving Commitments, (v) the Borrowing Agent shall not terminate or reduce the Aggregate 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 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 Borrower may may, from time to time on any Business Day occurring after the time of the initial Credit Extension hereunder, (a) voluntarily reduce the Swing Line Loan Commitment Amount, the Letter of Credit Commitment Amount, the Revolving Loan Commitment Amount (ratably in accordance with the Revolving A-1 Loan Commitment Amount, the Revolving A-2 Loan Commitment Amount, the Other Revolving Loan Commitment Amount and the Designated Additional Revolving Loan Commitment Amount, as then in effect), the Term E Loan Commitment Amount or the Term F Loan Commitment Amount or (b) voluntarily reduce the Revolving A-1 Loan Commitment Amount; provided, however, that all such reductions shall require at any time, without premium or penalty, upon written least three Business Days’ prior notice to the Administrative Agent (or the Revolver Agent in the case and be permanent, and any partial reduction 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, 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 Commitment Amount shall be in an aggregate a minimum amount that is of $1,000,000 and in an integral multiple of $1.0 million and not less than $1.0 million 100,000. Any reduction of the Revolving Loan Commitment Amount which reduces the Revolving Loan Commitment Amount below the sum of (i) the Swing Line Loan Commitment Amount and (iiiii) 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 shall 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 terminate in excess of the Revolving Loan Commitment Amount, as so reduced, without any further action on the part of the Swing Line Lender or reduce any Class of Revolving Credit Commitments if, 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 concurrent repayment LIBO Rate Loan on a day other than the last day of the Revolving Credit Loans of such ClassInterest Period applicable thereto), the aggregate Revolving Credit Exposure of all Lenders in respect of (x) the Revolving Credit Facility (excluding the portion of such Class of Lenders shall assign and assume outstanding Revolving Credit Exposures attributable to Loans and participations in outstanding Letters of Credit if so as to cause the amounts of such Revolving Loans and to the extent that the 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 participations in Letters of Credit and such L/C Issuer has released the held by each Revolving Credit Lenders from their participation obligations with respect Lender to such Letters of Credit) would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied conform to the Letter of Credit Sublimit unless, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit exceeds 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 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 delayedTranche.

Optional. The Borrower may at any time, without premium or penaltymay, upon written notice to the Administrative Agent (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)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, provided that (ia) any such notice shall be received by the Administrative Agent (or the Revolver Agent, as applicable) 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 that is an integral of $10,000,000 or any whole multiple of $1.0 million and not less than $1.0 million and 1,000,000 in excess thereof, (iiic) the 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 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 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) 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 unlessCommitment, (d) if, after giving effect to any reduction of the CommitmentsRevolving Credit Commitment, the Letter of Credit 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 Borrower 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. The Borrower may at any time, without premium or penaltyBorrowers may, upon written notice to the Administrative Agent (or Agent, terminate the Revolver Agent in the case of any notice in connection with any Revolving Credit Facilities, Aggregate 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 ClassAggregate Revolving Credit Commitments; provided, provided that (i) any such notice shall be received by the Administrative Agent (or the Revolver Agent, as applicable) 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 that is an integral of $10,000,000 or any whole multiple of $1.0 million and not less than $1.0 million and 1,000,000 in excess thereof, (iii) the Borrower 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 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 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) 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 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, the Borrower may rescind or postpone Revolving Credit Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Any reduction of the Aggregate Revolving Credit Commitments 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. 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 Borrower may at any time, without premium or penaltymay, upon written notice to the Administrative Agent (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)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 two (or the Revolver Agent, as applicable) three (32) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount that is an integral of $1,000,000 or any whole multiple of $1.0 million and not less than $1.0 million 100,000 in excess thereof, and (iii) the 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 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 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 unless, after giving effect to any reduction of the Commitments, the Letter of Credit 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 amount of any such Commitment reduction shall not be applied to the foregoing, Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. It being understood and agreed that (1) the Borrower may rescind allocate any termination or postpone reduction of Commitments among Classes of Commitments at its direction (including, for the avoidance of doubt, to the Commitments with respect to any notice Class of Extended Revolving Credit Commitments without any termination or reduction of the Commitments if 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 termination would have resulted from a refinancing, which refinancing shall not be consummated or otherwise Extended Revolving Credit Commitments on such date shall be delayedreduced 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 any Loans made on such date, the aggregate amount of the revolving credit exposure of any such Lender does not exceed the Existing Revolving Credit Commitment thereof (such revolving credit exposure and Revolving Credit Commitment being determined in each case, for the avoidance of doubt, exclusive of such Lender’s Extended Revolving Credit Commitment and any exposure in respect thereof).

Optional. The Parent Borrower may at any time, without premium or penaltymay, upon written notice to the Administrative Agent Agent, (x) terminate the Revolving Credit Facility, the Letter of Credit Sublimit, the Swing Line Sublimit or the Revolver Agent in the case of any notice in connection with any Revolving Credit FacilitiesAlternative Currency Sublimit, 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 (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, provided that (i) any such notice shall be received by the Administrative Agent (or the Revolver Agent, as applicable) 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 that is an integral of $5,000,000 or any whole multiple of $1.0 million and not less than $1.0 million 1,000,000 in excess thereof, and (iii) the 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 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 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) 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 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 exceeds Alternative Currency Tranche Loans would exceed 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 Borrower 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 Borrower may at any time, without premium or penaltymay, upon written notice to the Administrative Agent (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)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, provided that (i) any such notice shall be received by the Administrative Agent (or the Revolver Agent, as applicable) 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 that is an integral of $10,000,000 or any whole multiple of $1.0 million and not less than $1.0 million 1,000,000 in excess thereof, and (iii) the 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 of such ClassFacility, the aggregate Revolving Letter of Credit Exposure of all Lenders in respect Subfacility or the Swing Line 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 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 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 unless, after giving effect to any reduction of the CommitmentsSubfacility, the Letter of Credit Sublimit exceeds of each L/C Issuer shall be reduced on a pro rata basis. All fees accrued until 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 Borrower 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 Revolving Loan Borrower may (or either Borrower, in the case of the Synthetic Letter of Credit Commitment Amount) may, from time to time on any Business Day occurring after the Closing Date, voluntarily reduce the amount of the Revolving Loan Commitment Amount, the Swing Line Loan Commitment Amount, the Revolving Letter of Credit Commitment Amount or the Synthetic Letter of Credit Commitment Amount on the Business Day so specified by such Borrower; provided that, all such reductions shall require at any time, without premium or penalty, upon written least one Business Day's prior notice to the Administrative Agent (or the Revolver Agent in the case and be permanent, and any partial reduction 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, 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 Commitment Amount shall be in an aggregate a minimum amount that is of $5,000,000 and in an integral multiple of $1.0 million and not less than $1.0 million and (iii) the Borrower shall not terminate 1,000,000. Any optional or reduce any Class of Revolving Credit Commitments if, after giving effect to any concurrent repayment 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 Revolving Letter of Credit Loans of such Class, the aggregate Revolving Credit Exposure of all Lenders Commitment Amount shall result in respect an automatic and corresponding reduction of the Swing Line Loan Commitment Amount and/or 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 (as directed by the extent that the Revolving Loan Borrower has made arrangements satisfactory in a notice to the Administrative Agent (or delivered together with the Revolver Agentnotice of such voluntary reduction in the Revolving Loan Commitment Amount) to an aggregate amount not in excess of the Revolving Loan Commitment Amount, as applicable) and so reduced, without any further action on the applicable L/C Issuer with respect to such Letters part 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 Swing Line Lender or any Issuer. In no event shall the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Synthetic Letter of Credit Sublimit unless, after giving effect Commitment Amount be reduced to any reduction of an amount that is less than the Commitments, the Synthetic Letter of Credit 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 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 delayedOutstandings.

Optional. The Borrower may at any time, without premium or penaltyBorrowers may, upon written notice by the Borrowers to the Administrative Agent (Agent, terminate the Letter of Credit Sublimit, the Swingline Sublimit or the Revolver Agent in the case of any notice in connection with any Revolving Credit Facilities, unused 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 Letter of Credit Sublimit, the Swingline Sublimit or the unused Commitments of any ClassRevolving Credit Commitments; provided, provided that (i) any such notice shall be received by the Administrative Agent (or the Revolver Agent, as applicable) 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 that is an integral of $1,000,000 or any whole multiple of $1.0 million and not less than $1.0 million 100,000 in excess thereof, and (iii) the Borrower 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 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 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) Outstandings would exceed the aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to Loan Cap, (B) the Letter of Credit 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 exceeds or (C) the amount 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 Revolving Credit Facilityoccurrence or non-occurrence of any event specified therein (including the effectiveness of other 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 Borrower 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 Borrower may at ▇▇▇▇-▇▇▇▇▇ may, from time to time on any timeBusiness Day occurring after the Closing Date, voluntarily reduce the undrawn amount of the Revolving Loan Commitment Amount and the Swing Line Loan Commitment Amount, the unutilized Subfacility Letter of Credit Commitment Amount or the unutilized Standby Letter of Credit Commitment Amount on the Business Day so specified by ▇▇▇▇-▇▇▇▇▇ without premium or penaltypenalty (subject to Section 4.4 hereof); provided, upon written 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 (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, that (ix) any such notice shall be received by Commitment Amount other than 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 Swing Line Loan Commitment Amount shall be in an aggregate a minimum amount that is of $5,000,000 and in an integral multiple of $1.0 million and not less than $1.0 million 1,000,000 and (iiiy) the Borrower Swing Line Loan Commitment Amount shall not terminate be in a minimum amount of $1,000,000 and in an integral multiple of $100,000. Any optional or reduce any Class of Revolving Credit Commitments if, after giving effect to any concurrent repayment 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 (a) the Swing Line Loan Commitment Amount and (b) the Subfacility Letter of Credit Loans of such Class, the aggregate Revolving Credit Exposure of all Lenders Commitment Amount shall result in respect an automatic and corresponding reduction of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters Swing Line Loan Commitment Amount and/or Subfacility Letter of Credit if and to the extent that the Borrower has made arrangements satisfactory Commitment Amount (as directed by ▇▇▇▇-▇▇▇▇▇ in a notice to the Administrative Agent (or delivered together with the Revolver Agent, as applicable) and the applicable L/C Issuer with respect to notice of such Letters of Credit and such L/C Issuer has released voluntary reduction in the Revolving Credit Lenders from their participation obligations with respect Loan Commitment Amount) to such Letters of Credit) would exceed the an aggregate Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit unless, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit exceeds the amount in excess of the Revolving Credit FacilityLoan Commitment Amount, in which case such sublimit shall be automatically reduced by as so reduced, without any further action on the amount of such excess. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination part of the Commitments if such termination would have resulted from a refinancing, which refinancing shall not be consummated Swing Line Lender or otherwise shall be delayedthe Issuer.

Optional. The Borrower may at any time, without premium or penaltyBorrowers may, upon written notice by the Borrower Representative (on behalf of the Borrowers) to the Administrative Agent (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)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, provided that (i) any such notice shall be received by the Administrative Agent five Business Days (or such shorter period as the Revolver Agent, as applicableAdministrative Agent shall agree) three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount that is an integral of (x) €2,000,000 or any whole multiple of €500,000 in excess thereof in respect of Commitments denominated in Euros and (y) $2,000,000 or any whole multiple of $1.0 million and not less than $1.0 million 500,000 in excess thereof in respect of Commitments denominated in Dollars and (iii) the Borrower 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 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 Borrower has made arrangements satisfactory to the Administrative Agent (or the Revolver Agent, as applicable) 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 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 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 Borrower 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 Lead Borrower may at any time, without premium or penaltymay, upon written notice to the Administrative Agent (or Agent, terminate the Revolver Agent in unused portions of the case Letter of any notice in connection with any Revolving Credit FacilitiesSublimit, Revolving Credit Commitments, Revolving Credit Loans, Extended the Revolving Credit Commitments or Loans thereunder or Incremental Revolving Credit the Delayed Draw Term Commitments), terminate the unused Commitments of any Class, 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, 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 that is an integral of $1,000,000 or any whole multiple of $1.0 million and not less than $1.0 million 1,000,000 in excess thereof, and (iii) the Lead Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, 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 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 . The applicable Borrower has made arrangements satisfactory shall pay to the Administrative Agent (or the Revolver Agent, as applicable) and 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 unless, after giving effect to any reduction of the Commitments, the Letter of Credit 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 Borrower 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 Borrower may at any time, without premium or penaltymay, upon written notice to the Administrative Agent (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)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, provided that (i) any such notice shall be received by the Administrative Agent (or the Revolver Agent, as applicable) 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 that is an integral of $500,000 or any whole multiple of $1.0 million and not less than $1.0 million 100,000 in excess thereof and (iii) the 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 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 Borrower has made arrangements satisfactory to the Administrative Agent (or the Revolver Agent, as applicable) 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 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 exceeds 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 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 Borrower 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 Borrower may at any time, without premium or penaltyRepresentative may, upon written notice to the Administrative Agent (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)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 (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 that is an integral of $1,000,000 or any whole multiple of $1.0 million and not less than $1.0 million 100,000 in excess thereof and (iii) the 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 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 the extent that Sublimit, unless the Borrower has made arrangements satisfactory to Representative, the Administrative Agent (or the Revolver Agent, as applicable) 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 unless, after giving effect to any reduction of the Commitments, the Letter of Credit 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 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 Borrower may at any time, without premium or penaltymay, upon written notice by the Borrower to the Administrative Agent (Agent, terminate the Letter of Credit Sublimit, the Swingline Sublimit or the Revolver Agent in the case of any notice in connection with any Revolving Credit Facilities, Revolving Credit Commitments, Revolving Credit Loans, Extended unused Revolving Credit Commitments or Loans thereunder or Incremental under any Revolving Credit Commitments), terminate the unused Commitments of any ClassTranche, or from time to time permanently reduce the Letter of Credit Sublimit or the unused Revolving Credit Commitments of under any ClassRevolving Tranche; provided, provided that (i) any such notice shall be received by the Administrative Agent (or the Revolver Agent, as applicable) 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 that is an integral of $5,000,000 or any whole multiple of $1.0 million and not less than $1.0 million 1,000,000 in excess thereof and (iii) the 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 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 Borrower has made arrangements satisfactory to the Administrative Agent (or the Revolver Agent, as applicable) 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 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 exceeds if, after giving effect thereto and to any concurrent prepayments hereunder, the amount 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 Revolving Credit Facilityoccurrence or non-occurrence of any event specified therein (including the effectiveness of other 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 Borrower 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. (i) The Borrower may at any time, without premium or penaltyCompany may, upon written notice to the Revolving Facility Administrative Agent (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)Agent, terminate the unused Commitments of any ClassAggregate Revolving Commitments, or from time to time permanently reduce the unused Aggregate Revolving Commitments to an amount not less than the Total Revolving Outstandings (after giving effect to any concurrent prepayment of any ClassRevolving Loans); provided, provided that (iA) any such notice shall be received by the Revolving Facility Administrative Agent (or the Revolver Agent, as applicable) not later than 2:00 p.m. three (3) Business Days prior to the date of termination or reduction, (iiB) any such partial reduction shall be in an aggregate amount that is an integral of $5,000,000 or any whole multiple of $1.0 million and not less than $1.0 million and 1,000,000 in excess thereof, (iiiC) the 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 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 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 unless, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Alternative Currency 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 (D) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Notwithstanding The Revolving Facility Administrative Agent will promptly notify the foregoing, the Borrower may rescind or postpone Lenders of any such notice of termination or reduction of the Commitments if Aggregate Revolving Commitments. Except as provided in clause (C) of the preceding sentence, the amount of any such termination would have resulted from a refinancing, which refinancing Aggregate Revolving Commitment reduction 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 Aggregate Revolving Commitments shall be delayedapplied to the Commitment of each Revolving Lender #95537764v15AMERICAS/2023466857.21 #96465179v1 according to its Applicable Percentage. All fees accrued with respect thereto until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination.

Optional. The Borrower may at any time, without premium or penaltyCompany may, upon written notice to the Administrative Agent (or Agent, terminate the Revolver Agent in the case of any notice in connection with any Revolving Credit Facilities, Aggregate 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 Aggregate Revolving Credit Commitments of any ClassTranche; provided, provided that (i) any such notice shall be received by the Administrative Agent (or the Revolver Agent, as applicable) 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 that is an integral (A) of $500,000 or any whole multiple of $1.0 million and not less than $1.0 million and 100,000 in excess thereof or (B) equal to the Aggregate Revolving Credit Commitments of such Tranche at such time, (iii) the 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 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 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 unless, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit Sublimit, the Swing Line 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 2012 US Dollar Revolving Credit Commitments are outstanding, the Borrowers shall not reduce the US Dollar Revolving Credit Commitments of either Tranche under this paragraph unless they shall simultaneously and ratably reduce the corresponding US Dollar Revolving Credit Commitments of the other Tranche (it being understood and agreed that the Company may reduce 2012 US Dollar Revolving Credit Commitments under this paragraph without making any corresponding reduction of the 2014 US Dollar Revolving Credit Commitments) and (v) so long as the 2012 Multicurrency Revolving Credit Commitments are outstanding, the Borrowers shall not reduce the Multicurrency Revolving Credit Commitments of either Tranche under this paragraph unless they shall simultaneously and ratably reduce the corresponding Multicurrency Dollar Revolving Credit Commitments of the other Tranche (it being understood and agreed that the Company may reduce 2012 Multicurrency Revolving Credit Commitments under this paragraph without making any corresponding reduction of the 2014 Multicurrency Revolving Credit Commitments). Notwithstanding the foregoing, the Borrower Company may rescind or postpone any notice of termination of the Aggregate Revolving Credit Commitments if such termination would have resulted from a refinancingrefinancing of all of the Facilities, which refinancing shall not be consummated or otherwise shall be delayed.

Optional. The Borrower may at any time, without premium or penaltymay, upon written notice to the Administrative Agent (Agent, terminate in whole or in part the Revolver Agent Commitments or reduce in whole or in part the amounts on deposit in the DDTL Escrow Account, as 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 Classmay be; provided, provided that (i) any such notice shall be received by the Administrative Agent (or the Revolver Agent, as applicable) not later than 10:00 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 that is an integral of $1,000,000 or any whole multiple of $1.0 million and not less than $1.0 million 250,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce any Class of Revolving Credit the Commitments or the amounts on deposit in the DDTL Escrow Account, as the case may be, if, after giving effect thereto and to any concurrent repayment prepayments hereunder, the Commitment Availability is less than the projected acquisition and installation costs of Digital Systems to be installed under any Exhibitor Agreements as such costs are reflected in the most recent Pipeline Report. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Revolving Credit 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 Borrower has made arrangements satisfactory to the Administrative Agent (Commitments or the Revolver Agentamounts on deposit in the DDTL Escrow Account, 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 Commitmentscase may be, under this Section 2.3(a)(i). The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit unless, after giving effect to Upon any reduction of the Commitments, the Letter Commitment of Credit Sublimit exceeds each Lender shall be reduced by such Lender's Pro Rata Share of such reduction amount. Upon any voluntary reduction by the Borrower of amounts on deposit in the DDTL Escrow Account under this clause (a), the Administrative Agent shall return such reduced amount to the Delayed Draw Term Loan Lenders ratably according to the amount funded by each such Delayed Draw Term Loan Lender into the DDTL Escrow Account on the DDTL Termination Date. All fees accrued until the effective date of the Revolving Credit Facility, in which case such sublimit shall be automatically reduced by the amount of such excess. Notwithstanding the foregoing, the Borrower may rescind any termination or postpone any notice of termination reduction of the Commitments if or reduction of amounts on deposit in the DDTL Escrow Account, as the case may be, shall be paid on the effective date of such termination would have resulted from a refinancing, which refinancing shall not be consummated or otherwise shall be delayedreduction.

Optional. The Borrower may at any time, without premium or penaltymay, upon written revocable notice by the Borrower to the Administrative Agent (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)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, provided that (i) any such notice shall be received by the Administrative Agent three Business Days (or such shorter period as the Revolver Agent, as applicableAdministrative Agent shall agree) three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount that is an integral of $500,000 or any whole multiple of $1.0 million and not less than $1.0 million 100,000 in excess thereof and (iii) the 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 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 Borrower has made arrangements satisfactory to the Administrative Agent (or the Revolver Agent, as applicable) 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 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 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 (by written notice to the foregoing, Administrative Agent on or prior to the Borrower 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 Borrower may at any time, without premium or penaltymay, upon written notice to the Administrative Agent (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)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, provided that (i) any such notice shall be received by the Administrative Agent three Business Days (or such shorter period as the Revolver Agent, as applicableAdministrative Agent shall agree) three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount that is an integral of $1,000,000 or any whole multiple of $1.0 million and not less than $1.0 million 500,000 in excess thereof and (iii) the 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 of such Class, the aggregate Revolving Credit Exposure of all Lenders Commitments in respect of the Revolving Credit Facility such Tranche, (excluding the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrower has made arrangements satisfactory to the Administrative Agent (or the Revolver Agent, as applicableB) 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 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 exceeds or (C) the amount Swingline Sublimit if, after giving effect thereto, the Outstanding Amount of Swingline Loans outstanding hereunder would exceed the Revolving Credit FacilitySwingline Sublimit. (ii) Any such notice of termination or reduction of commitments pursuant to Section 2.06(a)(i) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such 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 Borrower 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 Borrower may at any time, without premium or penaltymay, upon written notice by the Borrower to the Administrative Agent (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)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, provided that (i) any such notice shall be received by the Administrative Agent three Business Days (or such shorter period as the Revolver Agent, as applicableAdministrative Agent shall agree) three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount that of (or an amount the amount of which is an integral equal to) $1,000,000 or any whole multiple of $1.0 million and not less than $1.0 million thereof and (iii) the 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 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 Borrower has made arrangements satisfactory to the Administrative Agent (or the Revolver Agent, as applicable) 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 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 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 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 Borrower 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 Borrower may at any time, without premium or penaltyCompany may, upon written notice to the Administrative Agent (or the Revolver Agent in the case of any notice in connection with any Agent, terminate the(a) 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 ClassFacility, or from time to time permanently reduce the unused Commitments of any ClassRevolving Credit Facility; provided, provided that (i) any such notice shall be received by the Administrative Agent (or the Revolver Agent, as applicable) 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 that is an integral of $10,000,000 or any whole multiple of $1.0 million and not less than $1.0 million and 1,000,000 in excess thereof, (iii) the Borrower 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 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 Borrower has made arrangements satisfactory to the Administrative Agent (or the Revolver Agent, as applicableiv) 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 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 Borrower 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 Borrower may at any time, without premium or penaltyshall have the right, upon not less than five Business Days' written notice to the Administrative Agent (or to terminate the Revolver Agent in the case of any notice in connection with any Revolving Credit FacilitiesCommitments or, from time to time, reduce the amount of the 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 reduction shall be received accompanied by prepayment of the Administrative Agent (or Loans made hereunder, together with accrued interest on the Revolver Agent, as applicable) three (3) Business Days prior amount so prepaid to the date of termination or reductionsuch prepayment, (ii) any such partial reduction shall be in an aggregate to the extent, if any, that the amount that is an integral multiple of $1.0 million and not less than $1.0 million and (iii) the 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 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 Aggregate Outstanding Extensions of Credit if and to the extent that the 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 unless, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit exceeds the amount of the Revolving Credit FacilityCommitments as then reduced, (ii) any such termination of the Revolving Credit Commitments shall be accompanied by (A) prepayment in full of the Loans then outstanding hereunder, (B) cash collateralization of all L/C Obligations then outstanding in accordance with the provisions of subsection 2.10, and (C) payment of accrued interest thereon to the date of such prepayment and the payment of any unpaid fees then accrued hereunder (including, without limitation, in which case such sublimit shall be automatically reduced by respect of any Letters of Credit) and (iii) any termination of the Revolving Credit Commitments while LIBOR Loans are outstanding under the Revolving Credit Commitments and any reduction of the aggregate amount of the Revolving Credit Commitments that reduces the amount of the Revolving Credit Commitments below the principal amount of the LIBOR Loans then outstanding under the Revolving Credit Commitments may be made only on the last day of the respective Interest Periods for such excessLIBOR Loans. Notwithstanding the foregoingUpon receipt of such notice, the Borrower may rescind Administrative Agent shall promptly notify each Lender thereof. Any such reduction shall be in an amount of $1,000,000 or postpone any notice a whole multiple of termination $1,000,000 in excess thereof and shall reduce permanently the amount of the Revolving Credit Commitments if such termination would have resulted from a refinancing, which refinancing shall not be consummated or otherwise shall be delayedthen in effect.

Optional. The Borrower may at any time, without premium or penaltymay, upon written notice to the Administrative Agent (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)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 two (or the Revolver Agent, as applicable) three (32) Business Days prior to the date of termination or reduction, reduction and (ii) any such partial reduction shall be in an aggregate amount that is an integral of $1,000,000 or any whole multiple of $1.0 million and not less than $1.0 million and (iii) the 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 of such Class, the aggregate Revolving Credit Exposure of all Lenders 100,000 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 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 Commitmentsexcess thereof. The amount of any such Aggregate Commitment reduction shall not be applied to the Letter Alternative Currency Sublimit unless otherwise specified by the Company. 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 Sublimit unlessCommitments 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 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 Borrower 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 Borrower may at any time, without premium or penaltymay, upon written notice to the Administrative Agent (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)Agent, terminate the unused Commitments (with “unused” for this Section 2.06 meaning, for any portion of any Commitment, that no Loans or participations in Letters of Credit or Swing Line Loans exist in respect of such portion of such Commitment) of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided, provided that (i) any such notice shall be received by the Administrative Agent (or the Revolver Agent, as applicable) three (3) Business Days Day prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount that is an integral of $5,000,000, or any whole multiple of $1.0 million and not less than $1.0 million and 1,000,000 in excess thereof or, if less, the entire amount thereof, (iii) the Borrower 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 or the Swing Line Sublimit exceeds the amount of the Revolving Credit Loans Facilities, such sublimit shall be automatically reduced by the amount of such Classexcess, (iv) prior to the Maturity Date for the Series C Revolving Credit Facility, after giving effect to such reduction or termination, the aggregate Series A Revolving Credit Exposure, the Series B Revolving Credit Exposure and Series D Revolving Credit Exposure of all Lenders in respect of the each Series A Revolving Credit Facility Lender, each Series B Revolving Credit Lender and each Series D Revolving Credit Lender that is not a Defaulting Lender (excluding after giving effect to the portion reallocations referred to in Sections 2.03(p) and 2.04(h) as if such reallocations were to occur on such date) shall not exceed the Series A Revolving Credit Commitment of such Class of Series A Revolving Credit Exposures attributable to outstanding Letters Lender, the Series B Revolving Credit Commitment of such Series B Revolving Credit if Lender or the Series D Revolving Credit Commitment of such Series D Revolving Credit Lender, respectively and (v) prior to the extent Maturity Date for the Series D Revolving Credit Facility, after giving effect to such reduction or termination, the Series A Revolving Credit Exposure and the Series B Revolving Credit Exposure of each Series A Revolving Credit Lender and each Series B Revolving Credit Lender that the Borrower has made arrangements satisfactory is not a Defaulting Lender (after giving effect to the Administrative Agent (reallocations referred to in Sections 2.03(q) and 2.04(i) as if such reallocations were to occur on such date) shall not exceed the Series A Revolving Credit Commitment of such Series A Revolving Credit Lender or the 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 Series B Revolving Credit Lenders from their participation obligations with respect to Commitment of such Letters of Credit) would exceed the aggregate Series B Revolving Credit CommitmentsLender, respectively. The Except as provided above, the amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit unlessor the Swing Line Sublimit unless otherwise specified by the Borrower provided, after giving effect further, that terminations of any unused Revolving Credit Commitments shall be made (x) prior to any reduction of the Maturity Date applicable to the Series C Revolving Credit Commitments ratably among the Series A Revolving Credit Commitments, the Letter of Credit Sublimit exceeds the amount of the Series B Revolving Credit FacilityCommitments, in which case such sublimit shall be automatically reduced by the amount of such excessSeries C Revolving Credit Commitments and the Series D Revolving Credit Commitments, (y) on and after the Maturity Date applicable to the Series C Revolving Credit Commitments but prior to the Maturity Date applicable to the Series D Revolving Credit Commitments, ratably among the Series A Revolving Credit Commitments, the Series B Revolving Credit Commitments and the Series D Revolving Credit Commitments, and (z) on and after the Maturity Date applicable to the Series D Revolving Credit Commitments ratably among the Series A Revolving Credit Commitments and the Series B Revolving Credit Commitments. Notwithstanding the foregoing, the 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, which refinancing shall not be consummated or otherwise shall be delayed.

Optional. The Borrower may at any time, without premium or penaltymay, upon written notice to the Administrative Agent (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)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 (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 that is an integral of $500,000 or any whole multiple of $1.0 million and not less than $1.0 million 100,000 in excess thereof and (iii) the Borrower shall not terminate or reduce any Class of Revolving Credit Commitments if, after giving effect to any concurrent repayment reduction of the Commitments, the Dollar Revolving Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Dollar Revolving Credit 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 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 Commitmentsexcess. The amount of any such Commitment reduction shall not be applied to the Dollar Revolving Letter of Credit Sublimit unless, after giving effect to any reduction of or the Commitments, the Letter of Credit Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, in which case such sublimit shall be automatically reduced unless otherwise specified by the amount of such excessBorrower. Notwithstanding the foregoing, the 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 Facilities, which refinancing shall not be consummated or otherwise shall be delayed. At their option, Borrowers may at any time terminate, or from time to time permanently reduce, the Post-First Amendment and Restatement Credit- Linked Deposits; provided that (i) each reduction of the Post-First Amendment and Restatement Credit-Linked Deposits shall be in an amount that is an integral multiple of $100,000 and not less than $500,000 and (ii) the Post-First Amendment and Restatement Credit-Linked Deposits shall not be terminated or reduced if, after giving effect thereto, the aggregate amount of Post-First Amendment and Restatement Synthetic L/C Exposure would exceed the aggregate amount of Post-First Amendment and Restatement Credit-Linked Deposits. In the case of a termination or reduction of the Credit-Linked Deposits pursuant to the previous sentence and, so long as the Post-First Amendment and Restatement LC Exposure (other than to the extent such LC Exposure is cash collateralized on terms satisfactory to the Synthetic Issuing Bank and the Administrative Agent) as of the Maturity Date shall not exceed zero, at the Maturity Date, the Administrative Agent shall return to the Post-First Amendment and Restatement Synthetic L/C Lenders, from the Credit-Linked Deposit Account on a pro rata basis.

Optional. The Borrower may at any time, without premium or penaltymay, upon written notice (an “Optional Termination/Reduction Notice”) to the Administrative Agent (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)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, provided that (i) any such notice Optional Termination/Reduction Notice shall be received by the Administrative Agent not later than 1:00 p.m. five (or the Revolver Agent, as applicable) three (35) Business Days prior to the date of termination or reduction, and (ii) any such partial reduction shall be in an aggregate amount that is an integral of $5,000,000 or any whole multiple of $1.0 million and not less than $1.0 million and (iii) 1,000,000 in excess thereof. Each Optional Termination/Reduction Notice shall be irrevocable; provided, however, that any such Optional Termination/Reduction Notice may state that such Optional Termination/Reduction Notice is conditioned upon the effectiveness of other credit facilities or acquisitions or the receipt of net proceeds from the issuance of Equity Interests or incurrence of Indebtedness by the Borrower, in which case, such Optional Termination/Reduction Notice may be revoked by the Borrower shall not terminate or reduce any Class of Revolving Credit Commitments if, after giving effect to any concurrent repayment of the Revolving Credit 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 Borrower has 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 avoidance 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 Revolver Administrative Agent, as applicable) and the applicable Lany 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 unless, after giving effect each DDTL Lender according to its Applicable Percentage. All fees accrued until the effective date of any reduction of the Commitments, the Letter of Credit 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 Borrower 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 Borrower may at any time, without premium or penaltyBorrowerBorrowers may, upon written notice to the Administrative Agent (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)Agent, terminate the unused Commitments of any ClassAggregate Commitments, or from time to time permanently reduce the unused Commitments of any ClassAggregate Commitments; provided, provided that (i) any such notice shall be received by the Administrative Agent (or the Revolver Agent, as applicable) 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 that is an integral of US$10,000,000 (or the US Dollar Equivalent thereof) or any whole multiple of $1.0 million and not less than $1.0 million and US$1,000,000 (iiior the US Dollar Equivalent thereof) the in excess thereof, (iv) ▇▇▇▇▇ 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 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 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) 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 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 Borrower 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 Borrower may at Borrowers may, from time to time on any timeBusiness Day occurring after the time of the initial Credit Extension hereunder, without premium voluntarily reduce the amount of the Swing Line Loan Commitment Amount, the Revolving Loan Commitment Amount or penaltythe Letter of Credit Commitment Amount; provided, upon written notice however, that all such reductions (i) shall be permanent and (ii) to the Administrative Agent extent such reduction in the Commitment Amount requires a mandatory prepayment of Revolving Loans or Swing Line Loans pursuant to clause (or the Revolver Agent k) of Section 3.1.1 (x) in the case of prepayments of Base Rate Loans (other than Swing Line Loans) shall require at least one Business Day's prior notice to the Paying Agent, and any 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 partial reduction 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 (or the Revolver Agent, as applicable) three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction Commitment Amount shall be in an aggregate a minimum amount that is of $1,000,000 and in an integral multiple of $1.0 million 500,000 or (y) in the case of prepayments of LIBO Rate Loans, shall require at least three Business Days' prior notice to the Paying Agent, and not less than any partial reduction of any Commitment Amount shall be in a minimum amount of $1.0 million 5,000,000 and (iii) the Borrower shall not terminate or reduce any Class in an integral multiple of Revolving Credit Commitments if, after giving effect to any concurrent repayment $1,000,000. Any reduction of the Revolving Credit Loans of such Class, the aggregate Revolving Credit Exposure of all Lenders in respect of Loan Commitment Amount which reduces the Revolving Credit Facility Loan Commitment Amount below (excluding i) the portion of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrower has made arrangements satisfactory to the Administrative Agent Swing Line Loan Commitment Amount or (or the Revolver Agent, as applicableii) 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 unless, after giving effect to any Commitment Amount shall result in an automatic and corresponding reduction of the Commitments, the Swing Line Loan Commitment Amount and/or Letter of Credit Sublimit exceeds Commitment Amount (as directed by the Parent in a notice to the Paying 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 Credit FacilityLoan Commitment Amount, in which case such sublimit shall be automatically reduced by as so reduced, without any further action on the amount of such excess. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination part of the Commitments if such termination would have resulted from a refinancing, which refinancing shall not be consummated Swing Line Lender or otherwise shall be delayedany Issuer.

Optional. The Borrower may at any time, without premium or penaltymay, upon written notice to the Administrative Agent (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)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, provided that (i) any such notice shall be received by the Administrative Agent (or the Revolver Agent, as applicable) 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 that is an integral of $10,000,000 or any whole multiple of $1.0 million and not less than $1.0 million 1,000,000 in excess thereof and (iii) the 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 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 Borrower has made arrangements satisfactory to the Administrative Agent (or the Revolver Agent, as applicableB) 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 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. A notice of termination or reduction of the CommitmentsRevolving Credit Facility, the Letter of Credit Sublimit exceeds or the amount 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 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 Borrower 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 Borrower may may, from time to time on any Business Day occurring after the Closing Date, voluntarily reduce the Swing Line Loan Commitment Amount, the Letter of Credit Commitment Amount or the Revolving Loan Commitment Amount; PROVIDED, HOWEVER, that all such reductions (i) shall be permanent and (ii) (x) in the case of Base Rate Loans (other than Swing Line Loans) shall require at least one Business Day's prior notice to the Administrative Agent, and any timepartial reduction of any Commitment Amount shall be in a minimum amount of $500,000 and in an integral multiple of $100,000 or (y) in the case of LIBO Rate Loans, without premium or penaltyshall require at least three Business Days' prior notice to the Administrative Agent, upon written and any partial reduction of any Commitment Amount shall be in a minimum amount of $500,000 and in an integral multiple of $500,000. Any reduction of the Revolving Loan Commitment Amount which reduces the Revolving Loan Commitment Amount below the sum of (i) the Swing Line Loan Commitment Amount and (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 (or delivered together with the Revolver Agent notice of such voluntary reduction 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 Loan Commitment Amount) to time permanently reduce the unused Commitments of any Class; 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 that is an integral multiple of $1.0 million and not less than $1.0 million and (iii) the Borrower shall not terminate or reduce any Class of Revolving Credit Commitments if, after giving effect to any concurrent repayment in excess of the Revolving Credit Loans of such ClassLoan Commitment Amount, as so reduced, without any further action on the aggregate Revolving Credit Exposure of all Lenders in respect part 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 Borrower has made arrangements satisfactory to the Administrative Agent (Swing Line Lender 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 unless, after giving effect to any reduction of the Commitments, the Letter of Credit 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 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 delayedIssuer.

Optional. The Borrower may at any time, without premium or penaltyBorrowing Agent may, upon written notice to the Administrative Agent (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)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, provided that (i) any such notice shall be received by the Administrative Agent (or the Revolver Agent, as applicable) 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 that is an integral of $10,000,000 or any whole multiple of $1.0 million and not less than $1.0 million and 1,000,000 in excess thereof, (iii) the Borrower 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 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 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) 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 unlessTotal Multi-Currency Revolving Outstandings would exceed the Aggregate Multi‑Currency Revolving Commitments, (v) the Borrowing Agent shall not terminate or reduce the Aggregate 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 Borrower 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 Borrower may at any time, without premium or penaltyCompany may, upon written notice to the Administrative Agent (or Agent, terminate the Revolver Agent in the case of any notice in connection with any Revolving Credit Facilities, Aggregate 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 Aggregate Revolving Credit Commitments of any ClassTranche; provided, provided that (i) any such notice shall be received by the Administrative Agent (or the Revolver Agent, as applicable) 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 that is an integral (A) of $500,000 or any whole multiple of $1.0 million and not less than $1.0 million and 100,000 in excess thereof or (B) equal to the Aggregate Revolving Credit Commitments of such Tranche at such time, (iii) the 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 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 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 unless, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit Sublimit, the Swing Line 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 Borrower 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 Borrower may at any time, without premium or penaltymay, upon written notice to the Administrative Agent (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)Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class; providedprovided that (A) (i) until the Extended 2012 Dollar Revolving Credit Commitments shall have been terminated or expired, no termination or reduction of 2015 Dollar Revolving Credit Commitments or Extended Dollar Revolving Credit Commitments shall be made pursuant to this paragraph unless the Extended 2012 Dollar Revolving Credit Commitments, if any, are terminated or reduced on a ratable basis, and (ii) until all of the Extended 2012 Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments shall have been terminated or expired, no termination or reduction of 2015 Dollar Revolving Credit Commitments shall be made pursuant to this paragraph unless the Extended 2012 Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments, if any, are terminated or reduced on a ratable basis, (B) (i) until the Extended 2012 Alternative Currency Revolving Credit Commitments shall have been terminated or expired, no termination or reduction of 2015 Alternative Currency Revolving Credit Commitments or Extended Alternative Currency Revolving Credit Commitments shall be made pursuant to this paragraph unless the Extended 2012 Alternative Currency Revolving Credit Commitments, if any, are terminated or reduced on a ratable basis, and (ii) until all of the Extended 2012 Alternative Currency Revolving Credit Commitments and the Extended Alternative Currency Revolving Credit Commitments shall have been terminated or expired, no termination or reduction of 2015 Alternative Currency Revolving Credit Commitments shall be made pursuant to this paragraph unless the Extended 2012 Alternative Currency Revolving Credit Commitments and the Extended Alternative Currency Revolving Credit Commitments, if any, are terminated or reduced on a ratable basis, (C) no termination or reduction of Extended Synthetic L/C Commitments shall be made pursuant to this paragraph unless the Tranche S Term Loans are prepaid in a like amount and (D) until the Non-Extended Synthetic L/C Commitments shall have been terminated or expired, no termination or reduction of the Extended Synthetic L/C Commitments shall be made pursuant to this paragraph unless the remaining Non-Extended Synthetic L/C Commitments shall be reduced at least ratably; provided further 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 reductionreduction (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), (ii) any such partial reduction shall be in an aggregate amount that is an integral of $500,000 or any whole multiple of $1.0 million and not less than $1.0 million 100,000 in excess thereof, (iii) if, after giving effect to any reduction of the Commitments, the Dollar Revolving Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Dollar Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess and (iiiiv) the Borrower shall not terminate or reduce the Synthetic L/C Commitments of any Class of Revolving Credit Commitments if, after giving effect to any concurrent repayment if (x) the aggregate amount of the Revolving Credit Loans of such Class, the aggregate Revolving Credit Exposure of all Lenders in respect of the Revolving Credit Facility (excluding the portion Synthetic L/C Exposures of such Class of Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the 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 amount of the Synthetic L/C Commitments of such Class or (y) the aggregate amount of the Synthetic L/C Exposures would exceed the aggregate amount of the Synthetic L/C Commitments. The Subject to clause (iii) above, the amount of any such Commitment reduction shall not be applied to the Dollar Revolving Letter of Credit Sublimit unless, after giving effect to any reduction of or the Commitments, the Letter of Credit Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, in which case such sublimit shall be automatically reduced unless otherwise specified by the amount of such excessBorrower. Notwithstanding the foregoing, the 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 Facilities, which refinancing shall not be consummated or otherwise shall be delayed.

Optional. The Parent Borrower may at any time, without premium or penaltymay, upon written notice to the Administrative Agent (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)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, 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 that is an integral of $5,000,000, or any whole multiple of $1.0 million and not less than $1.0 million 1,000,000 in excess thereof or, if less, the entire amount thereof and (iii) the 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 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 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 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 Tranche B Revolving Credit Facility, in which case such sublimit shall be automatically reduced by the amount of such excess. Except as provided above, the amount of any such Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Parent Borrower. Notwithstanding the foregoing, the Parent 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, which refinancing shall not be consummated or otherwise shall be delayed. For the avoidance of doubt, the Parent Borrower shall be permitted, at their selection, to permanently repay and terminate commitments of any Class of Tranche A Revolving Credit Facility and/or Tranche B Revolving Credit Facility on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class.

Optional. The Borrower may at At Creditors' option, an Event of Default hereunder shall be deemed to occur upon the following events and the expiration of the Cure Period described above: (a) either of Companies (i) is adjudicated a bankrupt, or an order for relief under the Bankruptcy Code (Title 11 of the United States Code) is entered naming either of Companies as "Debtor", (ii) fails to pay, or admits in writing its inability to pay, its debts generally as they become due, (iii) makes an assignment for the benefit of creditors, (iv) applies for, seeks, consents to, or acquiesces in, the appointment of a receiver, custodian, trustee (interim or otherwise), examiner, liquidator or similar official for it or any timesubstantial part of its property, without premium (v) institutes any proceeding seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or penaltycomposition of it or its debts under any law relating to bankruptcy, upon written notice insolvency or reorganization or relief of debtors or fails to file an answer or other pleading denying the Administrative Agent material allegations of any such proceeding filed against it, (vi) takes any corporate action to authorize or effect any of the Revolver Agent foregoing, or (vii) fails to contest in good faith any appointment or proceeding described above; (b) either of Companies fails to pay and discharge any material indebtedness when and as due (except in the case of a good faith dispute), or by reason of a default, the holder of any notice indebtedness becomes entitled to accelerate the stated maturity thereof except where failure to do so does not have a Material -- 88 -- Adverse Effect; (c) either of Companies contests the validity or enforceability of any document executed in connection herewith or with the Secured Obligations or denies it has any Revolving Credit Facilities, Revolving Credit Commitments, Revolving Credit Loans, Extended Revolving Credit Commitments further liability or Loans thereunder or Incremental Revolving Credit Commitments), terminate the unused Commitments of any Classobligation thereunder, or from time fails to time permanently reduce perform any of its obligations hereunder; (d) there occurs a sale, assignment, pledge, transfer, hypothecation, encumbrance or other disposition of the unused Commitments of Collateral or any Class; provided, that portion thereof (or any interest therein) other than (i) any such notice shall be received by in the Administrative Agent (or the Revolver Agent, as applicable) three (3) Business Days prior to the date ordinary course of termination or reductionbusiness, (ii) any such partial reduction shall be in an aggregate amount that is an integral multiple a disposition of $1.0 million and not less than $1.0 million and obsolete or retired property, or (iii) as otherwise provided in the Borrower shall not terminate Purchase Agreement; or reduce (e) there is any Class of Revolving Credit Commitments ifinjury to, after giving effect to or any concurrent repayment of the Revolving Credit Loans of such Classdestruction, loss or decline in value or market price of, the aggregate Revolving Credit Exposure Collateral other than in the ordinary course 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 business that the 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 is not be applied to the Letter of Credit Sublimit unless, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit exceeds the amount of the Revolving Credit Facility, in which case such sublimit shall be automatically reduced covered by the amount of such excess. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing, which refinancing shall not be consummated or otherwise shall be delayedinsurance.

Optional. The Borrower may at any time, without premium or penaltymay, upon written notice to the Administrative Agent (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)Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any ClassClass (provided that, prior to the Revolving Credit Facility Maturity Date with respect to the Initial Revolving Credit Facility, any reduction of Revolving Credit Commitments shall be made on a pro rata basis as between the Initial Revolving Credit Commitments and the 2023 Extended Revolving Credit Commitments); 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 that is an integral of $1,000,000 or any whole multiple of $1.0 million and not less than $1.0 million 100,000 in excess thereof and (iii) the Borrower shall not terminate or reduce any Class of reduce, (A) the Revolving Credit Commitments of any Class if, after giving effect thereto and to any concurrent repayment of prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Credit Commitments or if the Revolving Credit Loans Exposure of any Class would exceeding any ▇▇▇▇▇▇’s Revolving Credit Commitment of such Class, (B) the aggregate Revolving Letter of Credit Exposure of all Lenders in Sublimit with respect of the to any Revolving Credit Facility (excluding if, after giving effect thereto, the portion Outstanding Amount of all L/C Obligations with respect to such Class of Revolving Credit Exposures attributable to outstanding Letters Facility would exceed the applicable Letter of Credit if Sublimit or (C) the Swingline Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the extent Outstanding Amount of all Swingline Loans would exceed the Swingline Sublimit; provided, further that upon any such partial reduction of the Borrower has made arrangements satisfactory to Letter of Credit Sublimit or the Swingline Sublimit, unless the Borrower, the Administrative Agent (or the Revolver Agent, as applicable) 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 Swingline Sublimit unless, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swingline Sublimit, as the case may be, exceeds the amount of the Revolving Credit FacilityFacilities, in which case such sublimit shall be automatically reduced by the amount of such excess. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing, which refinancing shall not be consummated or otherwise shall be delayed.

Optional. The Borrower may at any timemay, without premium or penalty, upon written notice to the Administrative Agent (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 on any Business Day occurring after the time of the initial Borrowing hereunder, voluntarily reduce the unused Commitments amount of any ClassCommitment Amount; 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 (or the Revolver Agent, as applicable) 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 that is an integral multiple of $1.0 million 5,000,000 and not in increments of $1,000,000, and (ii) if such reduction is a redesignation by the Borrower of a portion of the Active Revolving Loan Commitment Amount as a part of the Inactive Revolving Loan Commitment Amount, then (A) such reduction shall be in a minimum amount of $12,500,000 and in increments of $12,500,000 and (B) such reduction shall never result in the Active Revolving Loan Commitment Amount being less than $1.0 million and 100,000,000; and (iiib) the 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 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 Borrower has made arrangements satisfactory to the Administrative Agent (or the Revolver Agent, as applicable) and the applicable L/C Issuer 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 unless, after giving effect to any reduction of the Commitments, the Letter of Credit 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 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$12,500,000.

Optional. The Borrower may at any time, without premium or penaltymay, upon written notice to the Administrative Agent (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)Agent, terminate the unused Commitments Initial Revolving Commitments, the Letter of any ClassCredit Sublimit or, the Swingline Sublimit or the Second Amendment Revolving Commitments, or from time to time permanently reduce the unused Commitments Initial Revolving Commitments, the Letter of any ClassCredit Sublimit or, the Swingline Sublimit or the Second Amendment Revolving Commitments; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (or the Revolver Agent, as applicable) three (35) Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Initial Revolving Commitments or Second Amendment Revolving Commitments shall be in an aggregate amount that is an integral of $5,000,000 or any whole multiple of $1.0 million and not less than 1,000,000 in excess thereof, (iii) any such partial reduction of the Swingline Sublimit shall be in an aggregate amount of $1.0 million 1,000,000 or any whole multiple of $100,000 in excess thereof, and (iiiiv) the Borrower shall not terminate or reduce any Class of (A) the Initial Revolving Credit Commitments or Second Amendment Revolving Commitments if, after giving effect thereto and to any concurrent repayment of the Revolving Credit 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 Borrower has made arrangements satisfactory to the Administrative Agent (or the Revolver Agent, as applicable) and the applicable L/C Issuer Outstandings with respect to such Letters of Credit and such L/C Issuer has released the Initial Revolving Credit Lenders from their participation obligations with respect to such Letters of Credit) Commitments or Second Amendment Revolving Commitments, respectively, would exceed the aggregate Initial Revolving Credit Commitments or Second Amendment Revolving Commitments. The amount of any such Commitment reduction shall not be applied to , respectively, (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 Swingline Sublimit if, after giving effect thereto and to any reduction concurrent prepayments hereunder, the Outstanding Amount of Swingline Loans would exceed the Swingline Sublimit. In addition, during the Availability Period in respect of the Term Facility, the Borrower may, upon notice to the Administrative Agent as set forth above, from time to time terminate (in whole or in part) the unused portion of the aggregate Term Commitments under the Term Facility. Any notice of termination of the Commitments, the Letter of Credit Sublimit exceeds or the amount Swingline Sublimit pursuant to this Section 2.06(a) may state that such notice is conditioned upon the effectiveness of the Revolving Credit Facilityother transactions, in which case such sublimit shall notice may be automatically reduced revoked by the amount of Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such excesscondition is not satisfied. Notwithstanding the foregoing, any reduction in the Borrower may rescind or postpone Second Amendment Revolving Commitments (including any notice of termination thereof) shall be accompanied a reduction of the Initial Revolving Commitments if such termination would have resulted from a refinancing, which refinancing shall not be consummated or otherwise shall be delayedof the same amount.

Optional. (i) The Borrower may at any time, without premium or penaltymay, upon written notice to the Administrative Agent (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)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, provided that (i) any such notice shall be received by the Administrative Agent five (or the Revolver Agent, as applicable) three (35) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount that is an integral of $2,000,000 or any whole multiple of $1.0 million and 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 less than $1.0 million fully Cash Collateralized or Swing Line Loans, as applicable, and (iii) the 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 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 Borrower has made arrangements satisfactory to the Administrative Agent (or the Revolver Agent, as applicableB) 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 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 Swing Line Sublimit exceeds if, after giving effect thereto and to any concurrent prepayments hereunder, the amount Outstanding Amount of Swing Line Loans would exceed the Revolving Credit Facility, Swing Line Sublimit. (ii) Notwithstanding anything to the contrary contained in which case such sublimit shall be automatically reduced by the amount of such excess. Notwithstanding the foregoingthis Agreement, the 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 Borrower may at any time, without premium or penaltymay, upon written notice by the Borrower to the Administrative Agent (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)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, provided that (i) any such notice shall be received by the Administrative Agent three Business Days (or such shorter period as the Revolver Agent, as applicableAdministrative Agent shall agree) three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount that is an integral of $1,000,000 (or the equivalent Dollar Amount) or any whole multiple of $1.0 million and not less than $1.0 million 100,000 (or the equivalent Dollar Amount) in excess thereof and (iii) the 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 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 Borrower has made arrangements satisfactory to the Administrative Agent (or the Revolver Agent, as applicable) 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 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 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 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 Borrower 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 Borrower may at any time, without premium or penaltymay, upon written notice to the Administrative Agent (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)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, provided that (i) any such notice shall be received by the Administrative Agent (or the Revolver Agent, as applicable) 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 that is an integral of $10,000,000 or any whole multiple of $1.0 million and not less than $1.0 million 1,000,000 in excess thereof, and (iii) the 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 of such ClassFacility, the aggregate Revolving Letter of Credit Exposure of all Lenders in respect Subfacility or the Swing Line 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 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 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 unless, after giving effect to any reduction of the CommitmentsSubfacility, the Letter of Credit Sublimit exceeds of each L/C Issuer shall be reduced on a pro rata basis. All fees accrued until 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 Borrower 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

Optional. (i) The Borrower may at any time, without premium or penaltymay, upon written notice to the Administrative Agent (or Agent, terminate the Revolver Agent in unused portions of the case of any notice in connection with any Revolving Credit Facilities, Revolving Credit Term Commitments, Revolving the Letter of Credit LoansSublimit, Extended the unused Original Initial Revolving Credit Commitments or Loans thereunder or Incremental the unused New Initial Revolving Credit Commitments), terminate the unused Commitments of any Class, or from time to time permanently reduce the unused portions of the Term Commitments, the Letter of Credit Sublimit, the unused Original Initial Revolving Credit Commitments of any Classor the unused New Initial Revolving Credit Commitments; provided, provided that (ix) any such notice shall be received by the Administrative Agent three Business Days (or such shorter period as the Revolver Agent, as applicableAdministrative Agent shall agree) three (3) Business Days prior to the date of termination or reduction, (iiy) any such partial reduction shall be in an aggregate amount that is an integral of $5,000,000 or any whole multiple of $1.0 million and not less than $1.0 million 1,000,000 in excess thereof and (iiiz) the Borrower shall not terminate or reduce any Class of (A) the Original Initial Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent repayment of prepayments hereunder, the Total Original Initial Revolving Credit Loans of such Class, Outstandings would exceed the aggregate Original Initial Revolving Credit Exposure of all Lenders in respect of Facility, (B) the New Initial Revolving Credit Facility (excluding if, after giving effect thereto and to any concurrent prepayments hereunder, the portion of such Class of Total New Initial Revolving Credit Exposures attributable to outstanding Letters of Credit if and to the extent that the 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) Outstandings would exceed the aggregate New Initial Revolving Credit Commitments. The amount of any such Commitment reduction shall not be applied to Facility, (C) the Letter of Credit 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 exceeds or (CD) with respect to any Swing Line Lender, the amount Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans made by such Swing Line Lender would exceed the Revolving Credit FacilitySwing Line Sublimit. (ii) Any such notice of termination or reduction of commitments pursuant to Section 2.06(a)(i) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such 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 Borrower 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 Borrower may at any time, without premium or penaltyshall have the right, upon not less than five Business Days' written notice to the Administrative Agent (or Agent, to terminate the Revolver Agent in the case of any notice in connection with any Revolving Credit FacilitiesCommitments or, from time to time, reduce the amount of the 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 that is an integral multiple of $1.0 million and not less than $1.0 million and (iii) the Borrower shall not terminate or reduce any Class of Revolving Credit Commitments if, after giving effect to any concurrent repayment accompanied by prepayment of the Revolving Credit 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 made hereunder by the Borrower has made arrangements satisfactory to the Administrative Agent (or the Revolver Agentand/or any Subsidiary Borrower, as applicable) and ,, together with accrued interest on the applicable L/C Issuer with respect amount so prepaid to the date of such Letters prepayment, to the extent, if any, that the amount of the Aggregate Revolving Extensions 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 unless, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit exceeds the amount of the Revolving Credit FacilityCommitments as then reduced, (ii) any such termination of the Revolving Credit Commitments shall be accompanied by (A) prepayment in full of the Revolving Credit Loans then outstanding hereunder, (B) cash collateralization of all L/C Obligations then outstanding in accordance with the provisions of subsection 2.13, and (C) payment of accrued interest thereon to the date of such prepayment and the payment of any unpaid fees then accrued hereunder (including, without limitation, in which case such sublimit shall be automatically reduced by respect of any Letters of Credit) and (iii) any termination of the Revolving Credit Commitments while LIBOR Loans are outstanding under the Revolving Credit Commitments and any reduction of the aggregate amount of the Revolving Credit Commitments that reduces the amount of the Revolving Credit Commitments below the principal amount of the LIBOR Loans then outstanding under the Revolving Credit Commitments may be made only on the last day of the respective Interest Periods for such excessLIBOR Loans. Notwithstanding the foregoingUpon receipt of such notice, the Borrower may rescind Administrative Agent shall promptly notify each Lender thereof. Any such reduction shall be in an amount of $1,000,000 or postpone any notice a whole multiple of termination $1,000,000 in excess thereof (or in the case of a LIBOR borrowing in an Optional Currency the Dollar Equivalent thereof) and shall reduce permanently the amount of the Revolving Credit Commitments if such termination would have resulted from a refinancing, which refinancing shall not be consummated or otherwise shall be delayedthen in effect.

Optional. The Borrower may (a) If at any timetime the sum of the amount of any Cash, without premium or penaltyplus the Collateral Value of any Securities, upon then pledged as Collateral is less than the unpaid principal amount of the Note, the Borrower must immediately transmit written notice to that effect to the Administrative Agent (or Lender, the Revolver Agent in Designated Self-Regulatory Organization and the case Commission and, meet the requirements of any Appendix D, if applicable, and, concurrently with the service of such written notice in connection with any Revolving Credit Facilitiesupon the Lender, Revolving Credit Commitments, Revolving Credit Loans, Extended Revolving Credit Commitments or Loans thereunder or Incremental Revolving Credit Commitments), terminate request that the unused Commitments Lender pledge additional Collateral to meet the unpaid principal amount 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 (or the Revolver Agent, as applicable) three (3) Business Days Note prior to noon of the date next business day following such notice. (b) Prior to noon of termination the business day next succeeding the transmittal of such notice, Lender may pledge as Collateral additional Cash or reduction, (ii) any such partial reduction shall be in an aggregate amount that is an integral multiple of $1.0 million and not less than $1.0 million and (iii) the Borrower shall not terminate or reduce any Class of Revolving Credit Commitments ifSecurities sufficient, after giving effect to any concurrent repayment such pledge, to bring the sum of the Revolving Credit 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 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 Cash plus the Collateral Value of any Securities then pledged as Collateral, up to an amount not less than the unpaid principal amount of the Note. (c) Unless additional Cash or Securities are pledged as Collateral by Lender as provided in paragraph 10(b), (1) Borrower, at noon on the business day next succeeding the transmittal of notice to Lender, must commence sale for the account of Lender, of such Commitment reduction shall of the Securities then pledged as Collateral and apply so much of the net proceeds thereof, together with such of the Cash then pledged as Collateral as may be necessary to eliminate the unpaid principal amount of the Note. Provided, that the unpaid principal amount of the Note need not be applied reduced below the sum of the amount of any remaining Cash plus the Collateral Value of the remaining Securities pledged as Collateral. Borrower may not purchase for its own account any Securities subject to such a sale. (d) In lieu of the Letter procedures specified in paragraph 10(c) hereof, Lender, with the prior written consent of Credit Sublimit unlessthe Borrower and the Designated Self-Regulatory Organization, may reduce the unpaid principal amount of the Note (hereinafter referred to as a “Reduction”). Provided that, after giving effect to any reduction such Reduction, the Adjusted Net Capital of the CommitmentsBorrower would not be less than the greatest of 1) 120% of the appropriate minimum dollar amount required by CFTC Regulations, or 2) 120% of the Letter of Credit Sublimit exceeds firm’s risk based capital requirement calculated in accordance with CFTC Regulations, or 3) if the Borrower is a securities broker or dealer, the amount of net capital specified in Rule 15c3- 1d(b)(6) (iii) of the Revolving Credit FacilityRegulations of the Securities and Exchange Commission [17 C.F.R. 240.15c3-1d(b)(6)(iii)], in which case such sublimit or 4) the minimum capital requirement as defined by the DSRO. Provided further, that no single secured demand note shall be automatically permitted to be reduced by the more than 15 percent of its original principal amount of and after such excess. Notwithstanding the foregoing, the Borrower Reduction no excess Collateral 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 delayedwithdrawn.

Optional. The Borrower may at any time, without premium or penaltymay, upon written notice to the Administrative Agent (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)Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any ClassClass (provided that, prior to the Revolving Credit Facility Maturity Date with respect to the Initial Revolving Credit Facility, any reduction of Revolving Credit Commitments shall be made on a pro rata basis as between the Initial Revolving Credit Commitments and the 2023 Extended Revolving Credit Commitments); 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 that is an integral of $1,000,000 or any whole multiple of $1.0 million and not less than $1.0 million 100,000 in excess thereof and (iii) the Borrower shall not terminate or reduce any Class of reduce, (A) the Revolving Credit Commitments of any Class if, after giving effect thereto and to any concurrent repayment of prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Credit Commitments or if the Revolving Credit Loans Exposure of any Class would exceeding any Lender’s Revolving Credit Commitment of such Class, (B) the aggregate Revolving Letter of Credit Exposure of all Lenders in Sublimit with respect of the to any Revolving Credit Facility (excluding if, after giving effect thereto, the portion Outstanding Amount of all L/C Obligations with respect to such Class of Revolving Credit Exposures attributable to outstanding Letters Facility would exceed the applicable Letter of Credit if Sublimit or (C) the Swingline Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the extent Outstanding Amount of all Swingline Loans would exceed the Swingline Sublimit; provided, further that upon any such partial reduction of the Borrower has made arrangements satisfactory to Letter of Credit Sublimit or the Swingline Sublimit, unless the Borrower, the Administrative Agent (or the Revolver Agent, as applicable) 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 Swingline Sublimit unless, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swingline Sublimit, as the case may be, exceeds the amount of the Revolving Credit FacilityFacilityFacilities , in which case such sublimit shall be automatically reduced by the amount of such excess. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing, which refinancing shall not be consummated or otherwise shall be delayed.

Optional. The Borrower may at any time, without premium or penaltymay, upon written notice to the Administrative Agent (or Agent, terminate the Revolver Agent in the case of any notice in connection with any Revolving Credit Facilities, Revolving Credit Commitments, Revolving Credit Loans, Extended Aggregate Revolving Credit Commitments or Loans thereunder or Incremental Revolving Credit Commitments), terminate the unused Commitments of any ClassSwing 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, Class; provided that (i) any such notice shall be received by the Administrative Agent (or the Revolver Agent, as applicable) 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 that is an integral of $1,000,000 or any whole multiple of $1.0 million and not less than $1.0 million and 1,000,000 in excess thereof, (iii) the 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 Commitments of such Class, provided that a notice of termination of the aggregate 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 Commitments delivered by the Borrower has made arrangements satisfactory may state that such notice is conditioned upon (i) the effectiveness of another credit facility or the closing of a securities offering or (ii) a Change of Control, in which case such notice may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied (or provided, further, that the Revolver Agent, as applicable) and failure of such contingency shall not relieve the applicable L/C Issuer with 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 unless, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit 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 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 Borrower may at any time, without premium or penaltyBorrowers may, upon written notice from the Company to the Administrative Agent (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)Agent, terminate the unused Commitments Revolving Credit Facility, the Letter of any ClassCredit Sublimit, the Financial Letter of 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, the Financial Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (ia) any such notice shall be received by the Administrative Agent (or the Revolver Agent, as applicable) three (3) not later than 9:00 a.m. five Business Days prior to the date of termination or reduction, (iib) any such partial reduction shall be in an aggregate amount that is an integral of $10,000,000 and any whole multiple of $1.0 million and not less than $1.0 million and 1,000,000 in excess thereof, (iiic) the Borrower Borrowers shall not terminate or reduce any Class of (i) 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, (ii) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (iii) the Financial Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Financial Letter of Credit Sublimit or (iv) 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 (d) if, after giving effect to any concurrent repayment termination or reduction of the Revolving Credit 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 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 unless, after giving effect to any reduction of or the Commitments, the Letter of Credit 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 In addition, during the foregoingAvailability Period in respect of the Term Facility, the Borrower may rescind Company may, upon notice to the Administrative Agent as set forth above, from time to time terminate (in whole or postpone any notice of termination 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 Commitments.

Optional. The Borrower may If any other Event of Default shall have occurred and be continuing, the Agent may, and at any timethe direction of the Requisite Lenders shall: (A) declare (1) the principal of, without premium or penaltyand accrued interest on, upon written notice the Loans (excluding Swingline Loans) and the Notes (excluding Swingline Notes) at the time outstanding, (2) an amount equal to the Administrative Agent (or Stated Amount of all Letters of Credit outstanding as of the Revolver Agent in date of the case occurrence 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 Event 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 (or the Revolver Agent, as applicable) three Default and (3) Business Days prior all of the other Obligations, including, but not limited to, the other amounts owed to the date Lenders and the Agent under this Agreement, such Notes or any of termination the other Loan Documents to be forthwith due and payable, whereupon the same shall immediately become due and payable without presentment, demand, protest or reductionother notice of any kind, (ii) any such partial reduction shall be in an aggregate amount that is an integral multiple all of $1.0 million and not less than $1.0 million which are expressly waived by the Borrower and (iiiB) terminate the Borrower shall not terminate or reduce any Class of Revolving Credit Commitments if, after giving effect to any concurrent repayment and the obligation of the Lenders to make Revolving Credit Loans of such Class, hereunder and the aggregate Revolving Credit Exposure of all Lenders in respect obligation of the Revolving Credit Facility (excluding the portion of such Class of Revolving Credit Exposures attributable Agent to outstanding issue Letters of Credit if hereunder. If the Agent has exercised any of the rights provided under the preceding sentence, the Swingline Lender shall: (I) declare the principal of, and accrued interest on, the Swingline Loans and the Swingline Notes at the time outstanding, and all of the other Obligations owing to the extent that Swingline Lender, to be forthwith due and payable, whereupon the same shall immediately become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by the Borrower has made arrangements satisfactory to and (II) terminate the Administrative Agent (or the Revolver Agent, as applicable) Swingline Commitment 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 unless, after giving effect to any reduction obligation of the Commitments, the Letter of Credit 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 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 delayedSwingline Lender to make Swingline Loans.

Optional. (a) The Borrower may 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 timepartial 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 premium any further action on the part of the Swing Line Lender or penaltythe 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 (or the Revolver Agent in the case of any which 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, that (i) any such notice shall be received by the Administrative Agent (or the Revolver Agent, as applicable) 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 that is an integral multiple of $1.0 million and not less than $1.0 million and (iii) the Borrower 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 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 Borrower has made arrangements satisfactory to the Administrative Agent (or the Revolver Agentthis Agreement, as applicable) and the applicable L/C Issuer 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 unless, after giving effect to any reduction of the Commitments, the Letter of Credit 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 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 delayedrepaid Lender.

Optional. The Borrower may shall have the right at any time, without premium or penalty, time and from time to time upon five (5) Business Days’ prior written notice to the Administrative Agent to (a) reduce by $500,000 or an integral multiple thereof or terminate entirely the Revolver Agent in unborrowed portion of the case of any notice in connection with any then Total Revolving Credit FacilitiesCommitment, Revolving Credit Commitments, Revolving Credit Loans, Extended whereupon the 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, 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 that is an integral multiple of $1.0 million and not less than $1.0 million and (iii) the 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 of Banks shall be reduced pro rata in accordance with their respective Commitment Percentages by the amount specified in 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 Borrower has made arrangements satisfactory to the Administrative Agent (or the Revolver Agentnotice or, 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 unlesscase may be, terminated, provided, however, that if, after giving effect to any reduction of the CommitmentsTotal Revolving Credit Commitment, the Bid Rate Maximum Amount or the Letter of Credit Sublimit exceeds the amount of the Total Revolving Credit FacilityCommitment, in which case such sublimit then the Bid Rate Maximum Amount or the Letter of Credit Sublimit, as applicable, shall be automatically reduced by the amount of such excessexcess and (b) prior to the Delayed Draw Termination Date, reduce by $500,000 or an integral multiple thereof or terminate entirely the unborrowed portion of the Delayed Draw Term Facility, whereupon the Delayed Draw Term Commitments of the Delayed Draw Term Banks shall be reduced pro rata in accordance with their respective Commitment Percentages by the amount specified in such notice or, as the case may be, terminated. Notwithstanding Upon the foregoingeffective date of any such reduction or termination, the Borrower may rescind shall pay to the Agent for the respective accounts of the Banks the full amount of the Facility Fee or postpone any notice Delayed Draw Term Unused Fee then accrued and unpaid on the amount of the reduction. No reduction or termination of the Commitments if may be reinstated. In the event the aggregate Commitments of the Banks have been reduced to zero ($0), no Letters of Credit are then issued and outstanding hereunder, and the Loans and all other Obligations outstanding or due hereunder have been paid or repaid in full in cash, this Agreement, the Delayed Draw Term Facility and the revolving credit facility shall automatically terminate (except as to those provisions hereof which expressly survive such termination would have resulted termination), unless otherwise agreed to in writing by the Agent and the Borrower. The Agent shall promptly provide each applicable Bank with copies of any notices received by the Agent from a refinancing, which refinancing shall not be consummated or otherwise shall be delayedthe Borrower under this §2.7.

Optional. The Borrower may at any time, without premium or penaltyBorrowers may, upon written notice to the Administrative Agent (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)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, 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 reductionreduction (unless the Administrative Agent agrees to a shorter period in its discretion), (ii) any such partial reduction shall be in an a minimum aggregate principal amount that is an integral of $1,000,000, or any whole multiple of $1.0 million and not less than $1.0 million and 250,000, in excess thereof or, if less, the entire amount thereof and, (iii) the 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 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 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 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, (iv) any reduction of the Performance L/C Participation Commitment may increase the amount available for Secured Bilateral Letter of Credit Facilities under Section 7.03(r)(iii) on a Dollar for Dollar basis (in a minimum amount of $5,000,000 and in increments of $5,000,000 in excess thereof) if so elected by the Lead Borrower in such written notice (it being understood that the omission of any such election to increase the amount available under Section 7.03(r)(iii) in such written notice shall result in no increase being applied to Section 7.03(r)(iii)), (v) prior to the Maturity Date for the Non-Extended Revolving Credit Commitments, all voluntary terminations or reductions of Revolving Credit Commitments shall be applied to the 2025 Extended Revolving Credit Commitments and Non-Extended Revolving Credit Commitments on a pro rata basis, (vi) all voluntary terminations or reductions of 2025 Extended Revolving Credit Agreements or Performance L/C Participation Commitments shall be applied to the 2025 Extended Revolving Credit Commitments and Performance L/C Participation Commitments on a pro rata basis and (vii) if, after giving effect to any reduction of the Performance L/C Participation Commitments, the Performance Letter of Credit Sublimit exceeds the amount of the Performance L/ C Participation Commitments, such Performance Letter of Credit Sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or, the Swing Line Sublimit or the Performance Letter of Credit Sublimit unless otherwise specified by the applicable Borrower. Notwithstanding the foregoing, the applicable 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, which refinancing shall not be consummated or otherwise shall be delayed.

Optional. The Lead Borrower may at any time, without premium or penaltymay, upon written notice delivery of a Notice of Prepayment/Commitment Reduction to the Administrative Agent (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)Agent, terminate the unused portions of the Letter of Credit Sublimit, the Delayed Draw Term Commitments of any Classor the Revolving Credit Commitments, or from time to time permanently reduce the unused Commitments portions of any Classthe Letter of Credit Sublimit, the Delayed Draw Term Commitment or the Revolving Credit Commitments; provided, provided that (i) any such notice shall be received by the Administrative Agent (or the Revolver Agent, as applicable) 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 that is an integral of $1,000,000 or any whole multiple of $1.0 million and not less than $1.0 million 1,000,000 in excess thereof, and (iii) the Lead Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility 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 the Delayed Draw Term Commitments under this Section 2.06(a) shall be made, at the Lead Borrower’s option, to any Class of Revolving Credit Commitments ifor Delayed Draw Term Commitment, after giving effect to any concurrent repayment of as applicable, outstanding on such date ratably among the Revolving Credit 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 . The Borrower has made arrangements satisfactory shall pay to the Administrative Agent (or the Revolver Agent, as applicable) and 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 unless, after giving effect to any reduction of the Commitments, the Letter of Credit 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 excesstermination or reduction. Notwithstanding anything to the foregoingcontrary contained in this Agreement, the Borrower may rescind or postpone any notice Notice of termination of the Commitments Prepayment/Commitment Reduction under Section 2.06(a) if such termination or reduction would have resulted from a refinancingrefinancing of the Facilities or other contingent transaction, which refinancing or transaction shall not be consummated or shall otherwise shall be delayed.

Optional. The Borrower may at any time, without premium or penalty, upon written notice to the Administrative Agent (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)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 (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 that is an integral multiple of $1.0 million and not less than $1.0 million and (iii) the 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 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 #94164975v6 Exhibit 10.14 attributable to outstanding Letters of Credit if and to the extent that the 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 #94164975v6 Exhibit 10.14 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 unless, after giving effect to any reduction of the Commitments, the Letter of Credit 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 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 Borrower may at any time, without premium or penaltymay, upon written notice to the Administrative Agent (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)Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any ClassClass (provided that, prior to the Revolving Credit Facility Maturity Date with respect to the Initial Revolving Credit Facility, any reduction of Revolving Credit Commitments shall be made on a pro rata basis as between the Initial Revolving Credit Commitments and the 2023 Extended Revolving Credit Commitments); 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 that is an integral of $1,000,000 or any whole multiple of $1.0 million and not less than $1.0 million 100,000 in excess thereof and (iii) the Borrower shall not terminate or reduce any Class of reduce, (A) the Revolving Credit Commitments of any Class if, after giving effect thereto and to any concurrent repayment of prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Credit Commitments or if the Revolving Credit Loans Exposure of any Class would exceeding any Lender’s Revolving Credit Commitment of such Class, (B) the aggregate Revolving Letter of Credit Exposure of all Lenders in Sublimit with respect of the to any Revolving Credit Facility (excluding if, after giving effect thereto, the portion Outstanding Amount of all L/C Obligations with respect to such Class of Revolving Credit Exposures attributable to outstanding Letters Facility would exceed the applicable Letter of Credit if Sublimit or (C) the Swingline Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the extent Outstanding Amount of all Swingline Loans would exceed the Swingline Sublimit; provided, further that upon any such partial reduction of the Borrower has made arrangements satisfactory to Letter of Credit Sublimit or the Swingline Sublimit, unless the Borrower, the Administrative Agent (or the Revolver Agent, as applicable) 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 Swingline Sublimit unless, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swingline Sublimit, as the case may be, exceeds the amount of the Revolving Credit FacilityFacilities, in which case such sublimit shall be automatically reduced by the amount of such excess. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing, which refinancing shall not be consummated or otherwise shall be delayed.