Common use of Termination or Reduction of Commitments Clause in Contracts

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

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

Termination or Reduction of Commitments. (a) The Borrower Borrowers may, upon notice from the Company to the Administrative Agent, terminate the Revolving FacilityAggregate Commitments, the Letter of Credit Sublimit or the Swingline Sublimit Swing Line Sublimit, or from time to time permanently reduce the Revolving FacilityAggregate Commitments, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (53) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof or, if less, the entire amount thereof, and (iii) the Borrower Borrowers shall not terminate or reduce (A) the Revolving Facility Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving FacilityAggregate Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit Sublimit, or (C) the Swingline Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Swing Line Loans would exceed the Letter of Credit Swing Line Sublimit. If after giving effect to any reduction or termination of Revolving Aggregate Commitments under this Section 2.06, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Swing Line Sublimit exceeds the Revolving Facility Aggregate Commitments at such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Swing Line Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Swing Line Sublimit or the Revolving Commitment under this Section 2.06Aggregate Commitments. The amount of any such Any reduction of the Revolving Aggregate Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s according to its Applicable Revolving Percentage of such Reduction AmountPercentage. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice from the Company to the Administrative Agent, terminate the Revolving Credit Facility, the Letter of Credit Sublimit or the Swingline Sublimit Swing Line Sublimit, or from time to time permanently reduce the Revolving Credit Facility, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) 1:00 p.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 1,000,000 or any whole multiple of $1,000,000 in excess thereof thereof, (iii) any prepayment of a Revolving Credit Loan or Swing Line Loan or termination, cancellation or cash collateralization of any L/C Obligations necessary to effectuate a reduction under this Section 2.06 shall be accompanied by payment of (A) accrued interest (or fees) on the amount prepaid to the date of prepayment and (iiiB) any additional amounts required pursuant to Section 3.05 and (iv) 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 Swingline Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Swing Line Loans would exceed the Letter of Credit Swing Line Sublimit. If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit exceeds the Revolving Facility at such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Revolving Credit Facility, the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06Swing Line Sublimit. The amount of any Any such reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Credit Commitment of each Revolving Appropriate Lender shall be reduced by such Lender’s according to its Applicable Revolving Percentage of such Reduction AmountCredit Percentage. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower may, upon irrevocable notice from the Company Borrower to the Administrative AgentAgent (except as set forth below), terminate the Revolving FacilityAggregate Commitments, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit or from time to time permanently reduce in part the Revolving FacilityAggregate Commitments, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five 1:00 p.m. three (53) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 1,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Revolving Facility Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving FacilityAggregate Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations (other than L/C Borrowings) not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or Sublimit, and (C) the Swingline Swing Line Sublimit if, after giving effect thereto thereto, and to any concurrent prepayments payments hereunder, the Outstanding Amount of Swingline Swing Line Loans made to the Borrower hereunder would exceed the Letter of Credit Swing Line Sublimit. If after giving effect Notwithstanding anything to the contrary contained herein, the Borrower may rescind any notice of reduction or termination of Revolving the Commitments under provided pursuant to this Section 2.062.06(a), the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit exceeds the Revolving Facility at if such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any termination or reduction was to have been made with the proceeds of an Amendment or Refinancing of all part of the Letter Committed Loans hereunder or from the proceeds of Credit Sublimitan asset sale or an Equity Issuance, Swingline Sublimitwhich Amendment or Refinancing, the Alternative Currency Sublimit asset sale or the Revolving Commitment under this Section 2.06. The amount of any such reduction of the Revolving Commitments Equity Issuance shall not be applied to the Alternative Currency Sublimit unless have been consummated or shall otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving Percentage of such Reduction Amount. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility shall be paid on the effective date of such terminationhave been delayed.

Termination or Reduction of Commitments. (a) The Borrower may, upon irrevocable notice from the Company Borrower to the Administrative AgentAgent (except as set forth below), terminate the Revolving FacilityAggregate Commitments, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit or from time to time permanently reduce in part the Revolving FacilityAggregate Commitments, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 1,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Revolving Facility Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving FacilityAggregate Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations (other than L/C Borrowings) not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or Sublimit, and (C) the Swingline Swing Line Sublimit if, after giving effect thereto thereto, and to any concurrent prepayments payments hereunder, the Outstanding Amount of Swingline Swing Line Loans made to the Borrower hereunder would exceed the Letter of Credit Swing Line Sublimit. If after giving effect Notwithstanding anything to the contrary contained herein, the Borrower may rescind any notice of reduction or termination of Revolving the Commitments under provided pursuant to this Section 2.062.06(a), the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit exceeds the Revolving Facility at if such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of notice states that such excess. The Administrative Agent will promptly notify the Lenders of any termination or reduction is conditioned upon the effectiveness of an Amendment or Refinancing of all part of the Letter Committed Loans hereunder or from the proceeds of Credit Sublimitan asset sale or an Equity Issuance, Swingline Sublimitwhich Amendment or Refinancing, the Alternative Currency Sublimit asset sale or the Revolving Commitment under this Section 2.06. The amount of any such reduction of the Revolving Commitments Equity Issuance shall not be applied to the Alternative Currency Sublimit unless have been consummated or shall otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving Percentage of such Reduction Amount. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility shall be paid on the effective date of such terminationhave been delayed.

Termination or Reduction of Commitments. (a) The Borrower Domestic Borrowers may, upon irrevocable notice from the Company Parent to the Administrative AgentAgent (except as set forth below), terminate the Revolving FacilityDomestic Total Commitments, the Domestic Letter of Credit Sublimit or the Swingline Domestic Swing Line Sublimit or from time to time permanently reduce in part the Revolving FacilityDomestic Total Commitments, the Domestic Letter of Credit Sublimit or the Swingline Domestic Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (53) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower Domestic Borrowers shall not terminate or reduce (A) the Revolving Facility Domestic Total Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Domestic Total Revolving Outstandings would exceed the Revolving FacilityDomestic Total Commitments, (B) the Domestic Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of Domestic L/C Obligations (other than Domestic L/C Borrowings) not fully Cash Collateralized hereunder would exceed the Domestic Letter of Credit Sublimit or Sublimit, and (C) the Swingline Domestic Swing Line Sublimit if, after giving effect thereto thereto, and to any concurrent prepayments payments hereunder, the Outstanding Amount of Swingline Swing Line Loans made to the Domestic Borrowers hereunder would exceed the Letter of Credit Domestic Swing Line Sublimit. If after giving effect Notwithstanding anything to the contrary contained herein, the Domestic Borrowers may rescind any notice of reduction or termination of Revolving the Domestic Commitments under provided pursuant to this Section 2.062.06(a), the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit exceeds the Revolving Facility at if such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any termination or reduction was to have been made with the proceeds of a refinancing of all part of the Letter Committed Loans hereunder or from the proceeds of Credit Sublimitan asset sale, Swingline Sublimit, the Alternative Currency Sublimit which refinancing or the Revolving Commitment under this Section 2.06. The amount of any such reduction of the Revolving Commitments asset sale shall not be applied to the Alternative Currency Sublimit unless have been consummated or shall otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving Percentage of such Reduction Amount. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility shall be paid on the effective date of such terminationhave been delayed.

Termination or Reduction of Commitments. (a) The Borrower Borrowers may, upon notice from the Company to the Administrative Agent, terminate the Revolving FacilityAggregate Commitments, the Letter of Credit Sublimit, the Financial Letter of Credit Sublimit or the Swingline Sublimit Swing Line Sublimit, or from time to time permanently reduce the Revolving FacilityAggregate Commitments, the Letter of Credit Sublimit, the Financial Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (ia) any such notice shall be received by the Administrative Agent not later than 11:00 9:00 a.m. five (5) Business Days prior to the date of termination or reduction, (iib) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iiic) the Borrower Borrowers shall not terminate or reduce (Ai) the Revolving Facility Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving FacilityAggregate Commitments, (Bii) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (iii) the Financial Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Financial Letter of Credit Sublimit or (Civ) the Swingline Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Swing Line Loans would exceed the Letter of Credit Swing Line Sublimit. If , and (d) if, after giving effect to any termination or reduction or termination of Revolving Commitments under this Section 2.06the Aggregate Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Swing Line Sublimit exceeds the Revolving Facility at amount of the Aggregate Commitments, such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swingline Financial Letter of Credit Sublimit, the Alternative Currency Swing Line Sublimit or the Revolving Commitment under this Section 2.06Aggregate Commitments. The amount of any such Any reduction of the Revolving Aggregate Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s according to its Applicable Revolving Percentage of such Reduction AmountPercentage. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility Aggregate Commitments shall be paid on the effective date of such termination. Any notice of termination or reduction given pursuant to this Section 2.06 may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice from the Company to the Administrative Agent, terminate the Revolving Credit Facility, the Letter of Credit Sublimit or the Swingline Sublimit Swing Line Sublimit, or from time to time permanently reduce the Revolving Credit Facility, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof thereof, and (iii) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit Sublimit, or (C) the Swingline Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Swing Line Loans would exceed the Letter of Credit Sublimit. If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit exceeds the Revolving Facility at such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Swing Line Sublimit or the Revolving Credit Commitment under this Section 2.06. The amount of any such reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company2.06(a). Upon any reduction of the Revolving Credit Commitments, the Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by such Lender’s Applicable Revolving Credit Percentage of such Reduction Amountreduction amount. All fees in respect of the Revolving Credit Facility accrued until the effective date of any termination of the Revolving Credit Facility shall be paid on the effective date of such termination.

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

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

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

Termination or Reduction of Commitments. (a) The Borrower may, upon notice from the Company to the Administrative Agent, terminate the Revolving Credit Facility, the Letter of Credit Sublimit Sublimit, or the Swingline Swing Line Sublimit or from time to time permanently reduce the Revolving Credit Facility, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 1,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof thereof, (iii) any prepayment of a Revolving Credit Loan or a Swing Line Loan or termination, cancellation or cash collateralization of any L/C Obligations necessary to effectuate a reduction under this Section 2.06 shall be accompanied by payment of (A) accrued interest (or fees) on the amount prepaid to the date of prepayment and (iiiB) any additional amounts required pursuant to Section 3.05 and (iv) 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 Swingline Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Swing Line Loans would exceed the Letter of Credit Swing Line Sublimit. If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit exceeds the Revolving Facility at such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Revolving Credit Facility, the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06Swing Line Sublimit. The amount of any Any such reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Credit Commitment of each Revolving Appropriate Lender shall be reduced by such Lender’s according to its Applicable Revolving Percentage of such Reduction AmountCredit Percentage. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility Aggregate Commitments shall be paid on the effective date of such termination.

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

Termination or Reduction of Commitments. (a) The Borrower Borrowers may, upon notice from the Company to the Administrative Agent, terminate the Revolving FacilityAggregate Commitments, the Letter of Credit Sublimit, the Financial Letter of Credit Sublimit or the Swingline Sublimit Swing Line Sublimit, or from time to time permanently reduce the Revolving FacilityAggregate Commitments, the Letter of Credit Sublimit, the Financial Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (ia) any such notice shall be received by the Administrative Agent not later than 11:00 9:00 a.m. five (5) Business Days prior to the date of termination or reduction, (iib) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iiic) the Borrower Borrowers shall not terminate or reduce (Ai) the Revolving Facility Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving FacilityAggregate Commitments, (Bii) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (iii) the Financial Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Financial Letter of Credit Sublimit or (Civ) the Swingline Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Swing Line Loans would exceed the Letter of Credit Swing Line Sublimit. If , and (d) if, after giving effect to any termination or reduction or termination of Revolving Commitments under this Section 2.06the Aggregate Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Swing Line Sublimit exceeds the Revolving Facility at amount of the Aggregate Commitments, such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swingline Financial Letter of Credit Sublimit, the Alternative Currency Swing Line Sublimit or the Revolving Commitment under this Section 2.06Aggregate Commitments. The amount of any such Any reduction of the Revolving Aggregate Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s according to its Applicable Revolving Percentage of such Reduction AmountPercentage. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility Aggregate Commitments shall be paid on the effective date of such termination. Any notice of termination or reduction given pursuant to this Section 2.06 may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date.

Termination or Reduction of Commitments. (a) The Borrower Borrowers may, upon notice from the Company to the Administrative Agent, terminate the Revolving FacilityTotal WC Revolver Commitments, the Letter of Credit Sublimit or Total Revolver Commitments and/or the Swingline Sublimit Total Acquisition Commitments, as the case may be, or from time to time permanently reduce the Revolving FacilityTotal WC Revolver Commitments, the Letter of Credit Sublimit or Total Revolver Commitments and/or the Swingline SublimitTotal Acquisition Commitments, as the case may be; provided that (i) any such notice (which shall specify which Commitment is being reduced and/or terminated) shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction (1) of the Total WC Revolver Commitment shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof thereof; (2) of the Total Revolver Commitment shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (3) the Total Acquisition Commitment shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof; and (iii) the Borrower Borrowers shall not terminate or reduce (A) the Revolving Facility Total WC Revolver Commitments, the Total Revolver Commitments and/or the Total Acquisition Commitments, as the case may be, if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving WC Revolver Outstandings, Total Revolver Outstandings would exceed the Revolving 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 Swingline Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Loans would exceed the Letter of Credit Sublimit. If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit exceeds the Revolving Facility at such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline SublimitTotal Acquisition Outstandings, as the case may be, shall be automatically reduced by would exceed the amount of such excessTotal WC Revolver Commitment, the Total Revolver Commitment or the Total Acquisition Commitment, as applicable. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swingline SublimitTotal WC Revolver Commitments, the Alternative Currency Sublimit or Total Revolver Commitments and/or the Revolving Commitment under this Section 2.06Total Acquisition Commitments, as the case may be. The amount of any such Any reduction of the Revolving Total WC Revolver Commitments, the Total Revolver Commitments and/or the Total Acquisition Commitments, as the case may be, shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitmentsapplicable WC Revolver Commitment, the Revolving Acquisition Commitment and the Revolver Commitment of each Revolving Lender shall be reduced by such Lender’s according to its Applicable Revolving Percentage of such Reduction AmountPercentage. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility Total WC Revolver Commitments, the Total Revolver Commitments and/or the Total Acquisition Commitments, as the case may be, shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower Company may, upon notice from the Company to the Administrative Agent, terminate the Revolving Facility, the Letter of Credit Sublimit Facility (or the Swingline Sublimit either Facility thereunder) or from time to time permanently reduce the aggregate amount of the Revolving Facility, the Letter of Credit Sublimit Facility (or the Swingline Sublimiteither Facility thereunder); provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 2,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof and thereof, (iii) the Borrower Company shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (Biv) the Letter of Company shall not terminate or reduce the Multicurrency Revolving Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or (C) the Swingline Sublimit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Loans Total Multicurrency Revolving Credit Outstandings would exceed the Letter of Multicurrency Revolving Credit Sublimit. If Facility, (v) the Company shall not terminate or reduce the US Dollar Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total US Dollar Revolving Credit Outstandings would exceed the US Dollar Revolving Credit Facility, (vi) if, after giving effect to any reduction or termination of the Multicurrency Revolving Commitments under this Section 2.06, the Letter of Credit SublimitFacility, the Alternative Currency Loan Sublimit or the Swingline Swing Line Sublimit exceeds the amount of the Multicurrency Revolving Facility at Credit Facility, such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess, (vii) if, after giving effect to any reduction of the Revolving Credit Facility, the Foreign Borrower Sublimit exceeds the amount of the Revolving Credit Facility, such Sublimit shall be automatically reduced by the amount of such excess and (viii) the Alternative Currency Sublimit shall be automatically adjusted in accordance with the definition thereof in connection with any reduction of the Revolving Credit Facility. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Revolving Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit Facility (or the Revolving Commitment under this Section 2.06either Facility thereunder). The amount of any such Any reduction of the Revolving Commitments Credit Facility (or either Facility thereunder) shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving CommitmentsCredit Commitment (or, the as applicable Multicurrency Revolving Credit Commitment or US Dollar Revolving Credit Commitment) of each Revolving Appropriate Lender shall be reduced by according to its Applicable Percentage with respect to such Lender’s Applicable Revolving Percentage of such Reduction AmountFacility. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Multicurrency Revolving Facility Credit Commitment or the US Dollar Revolving Credit Commitment, as applicable, shall be paid on the effective date of such termination. If the repayment of Loans or L/C Obligations resulting in the refinancing of all of the Obligations and the termination of this Agreement is being made with the proceeds of another transaction, then such termination may be conditioned upon the closing of such refinancing transaction.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice from the Company to the Administrative Agent, terminate the Aggregate Commitments, the Revolving FacilityTranche B Sublimit, the Letter of Credit Sublimit or the Swingline Sublimit Swing Line Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Revolving FacilityTranche B Sublimit, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof thereof, (iii) no partial reductions of the Revolving Tranche B Sublimit shall be permitted and (iiiiv) the Borrower shall not terminate or reduce (A) the Revolving Facility Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, (B) the Revolving Tranche B Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Tranche B Outstandings would exceed the Revolving FacilityTranche B Sublimit, (BC) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit Sublimit, or (CD) the Swingline Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Swing Line Loans would exceed the Letter of Credit Swing Line Sublimit. If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit exceeds the Revolving Facility at such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Swing Line Sublimit or the Revolving Commitment Aggregate Commitments under this Section 2.06. The amount of any such reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Aggregate Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving Percentage of such Reduction Amountreduction amount. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower Company may, upon notice from the Company to the Administrative Agent, terminate the Global Revolving Credit Facility, the U.S. Revolving Credit Facility, the Letter of Credit Sublimit, the Global Swing Line Sublimit or the Swingline Sublimit U.S. Swing Line Sublimit, or from time to time permanently reduce the Global Revolving Credit Facility, the U.S. Revolving Credit Facility, the Letter of Credit Sublimit, the Global Swing Line Sublimit or the Swingline U.S. Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower Company shall not terminate or reduce (A) the U.S. Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total U.S. Revolving Credit Outstandings would exceed the U.S. Revolving Credit Facility, (B) the Global Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Global Revolving Credit Outstandings would exceed the Global Revolving Credit Facility, (C) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or Sublimit, (CD) the Swingline U.S. Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline U.S. Swing Line Loans would exceed the Letter U.S. Swing Line Sublimit or (E) the Global Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Credit Global Swing Line Loans would exceed the Global Swing Line Sublimit. If , and (iv) if, after giving effect to any reduction or termination of the applicable Revolving Commitments under this Section 2.06Facility, the Letter of Credit Sublimit, the Alternative Currency Designated Foreign Borrower Sublimit, the U.S. Swing Line Sublimit or the Swingline Global Swing Line Sublimit (in any case, as applicable) exceeds the amount of such Revolving Facility at Facility, such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, sublimit shall be automatically reduced by the amount of such excess; and provided, further, that such notice may be conditional on the effectiveness of a replacement credit agreement (or other similar document) or the receipt of proceeds of the issuance of Indebtedness or some other identifiable event or condition and may be revoked by the Company (by written notice to the Administrative Agent at least one (1) Business Day prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit applicable Revolving Facility or the Revolving Commitment sublimit under this Section 2.06clause (a). The amount of any such reduction of the U.S. Revolving Commitments Credit Facility shall not be applied to the Alternative Currency Letter of Credit Sublimit unless otherwise specified by the Company. Upon any Any reduction of the applicable Revolving Commitments, Facility shall be applied to the Revolving Commitment of each applicable Revolving Lender shall be reduced by such Lender’s according to its Applicable Revolving Percentage of such Reduction AmountPercentage. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the either Revolving Facility shall be paid on the effective date of such termination.

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

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

Termination or Reduction of Commitments. (a) The Borrower may, upon Commitments under any Facility may be terminated or permanently reduced in whole or in part by notice from the Company Borrower to the Administrative Agent, terminate the Revolving Facility, the Letter of Credit Sublimit or the Swingline Sublimit or from time to time permanently reduce the Revolving Facility, the Letter of Credit Sublimit or the Swingline Sublimit; provided that (i) any such notice shall thereof must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (New York time) at least five (5) Business Days prior to the date of reduction or termination or reduction, (ii) and any such partial reduction or terminations shall be in an aggregate a minimum amount of $10,000,000 or any whole multiple 1,000,000 and integral multiples of $1,000,000 in excess thereof and thereof; (iiiii) the Borrower shall not terminate or reduce (A) the Aggregate Revolving Facility Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully and Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or (C) the Swingline Sublimit if, after giving effect thereto and to any concurrent prepayments Collateralization hereunder, the Outstanding Amount of Swingline Loans Revolving Obligations thereunder would exceed the Letter of Credit Sublimit. If Aggregate Revolving Commitments; and (iii) if, after giving effect to any reduction or termination of the Aggregate Revolving Commitments under this Section 2.06, the Letter of Credit SublimitCommitments, the Alternative Currency Sublimit, the L/C Sublimit or the Swingline Sublimit exceeds the amount of the Aggregate Revolving Facility at Commitments, such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify give prompt notice to the Lenders of any such termination of or reduction in Commitments. Except as provided in clause (iii) above, the amount any reduction of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06. The amount of any such reduction of the Aggregate Revolving Commitments shall not be applied to the Alternative Currency Sublimit, the L/C Sublimit or the Swingline Sublimit unless otherwise specified by the CompanyBorrower. Upon any Any termination or reduction of any Commitments under any Facility shall be applied to the Revolving Commitments, the Revolving Commitment of each Revolving applicable Lender shall be reduced by under such Lender’s Applicable Revolving Percentage Facility according to its Pro Rata Share of such Reduction AmountFacility. All commitment or other fees in accrued with respect of the Revolving Facility accrued until to any Commitment through the effective date of any termination of the Revolving Facility thereof shall be paid on the effective date of such termination. A notice of termination of the Commitments delivered by the Borrower shall be irrevocable except that such notice may state that it is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Termination or Reduction of Commitments. (a1) The Borrower may, upon notice from the Company to the Administrative Agent, terminate the Revolving Credit Facility, the Letter of Credit Sublimit Sublimit, or the Swingline Swing Line Sublimit or from time to time permanently reduce the Revolving Credit Facility, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 1,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof thereof, (iii) any prepayment of a Revolving Credit Loan or a Swing Line Loan or termination, cancellation or cash collateralization of any L/C Obligations necessary to effectuate a reduction under this Section 2.06 shall be accompanied by payment of (A) accrued interest (or fees) on the amount prepaid to the date of prepayment and (iiiB) any additional amounts required pursuant to Section 3.05 and (iv) 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 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 Sublimit, (C) the Swingline Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Swing Line Loans would exceed the Letter of Credit Sublimit. If Swing Line Sublimit or (D) the Canadian Dollar Sublimit if, after giving effect thereto and to any reduction or termination of Revolving Commitments under this Section 2.06concurrent prepayments hereunder, the Letter Outstanding Amount of Credit Loans denominated in Canadian Dollars would exceed the Canadian Dollar Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit exceeds the Revolving Facility at such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Revolving Credit Facility, the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06Swing Line Sublimit. The amount of any Any such reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Credit Commitment of each Revolving Appropriate Lender shall be reduced by such Lender’s according to its Applicable Revolving Percentage of such Reduction AmountCredit Percentage. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility Aggregate Commitments shall be paid on the effective date of such termination.

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

Termination or Reduction of Commitments. (a) The Borrower Borrowers may, upon notice from the Company to the Administrative Agent, terminate the Revolving FacilityAggregate Revolver Commitments, the Letter of Credit Sublimit Aggregate WC Interim Commitment or the Swingline Sublimit Aggregate WC Commitments, as the case may be, or from time to time permanently reduce the Revolving FacilityAggregate Revolver Commitments, the Letter of Credit Sublimit Aggregate WC Interim Commitment or the Swingline SublimitAggregate WC Commitments, as the case may be; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower Borrowers shall not terminate or reduce (A) the Revolving Facility Aggregate Revolver Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Revolver Outstandings would exceed the Revolving Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of other than Revolver L/C Obligations not fully which are Cash Collateralized hereunder pursuant to Section 2.14 hereof) would exceed the Letter of Credit Sublimit or Aggregate Revolver Commitments, (Civ) the Swingline Sublimit Borrowers shall not terminate or reduce the Aggregate WC Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Loans Total WC Outstandings (other than WC L/C Obligations which are Cash Collateralized pursuant to Section 2.14 hereof) would exceed the Letter of Credit Sublimit. If Aggregate WC Commitments, (v) the Borrowers shall not terminate or reduce the Aggregate WC Interim Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total WC Interim Outstandings (other than WC Interim L/C Obligations which are Cash Collateralized pursuant to Section 2.14 hereof) would exceed the Aggregate WC Interim Commitments and (vi) if, after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06the Aggregate Revolver Commitments, the Aggregate WC Interim Commitments or the Aggregate WC Commitments, as applicable, the Alternative Currency Sublimit, the Revolver Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Swing Line Sublimit exceeds the Revolving Facility at such timeamount of the Aggregate Revolver Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit Aggregate WC Interim Commitment or the Swingline SublimitAggregate WC Commitments, as the case may beapplicable, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swingline SublimitAggregate Revolver Commitments, the Alternative Currency Sublimit Aggregate WC Interim Commitment or Aggregate WC Commitments, as the Revolving Commitment under this Section 2.06case may be. The amount of any such Aggregate Revolver Commitment, Aggregate WC Interim Commitment or Aggregate WC Commitment, as the case may be, reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit or the Revolver Letter of Credit Sublimit unless otherwise specified by the CompanyBorrowers. Upon any Any reduction of the Revolving Aggregate Revolver Commitments, the Revolving Aggregate WC Interim Commitments or the Aggregate WC Commitments, as applicable, shall be applied to the WC Commitment, WC Interim Commitment or Revolver Commitment of each Revolving Lender shall be reduced by such Lender’s , as applicable, according to its Applicable Revolving Percentage of such Reduction AmountPercentage. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility Aggregate Revolver Commitments, Aggregate WC Interim Commitment or Aggregate WC Commitments, as the case may be, shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower Borrowers may, upon notice from the Company to the Administrative Agent, terminate the Revolving FacilityAggregate Commitments, the Financial Letter of Credit Sublimit or the Swingline Sublimit Swing Line Sublimit, or from time to time permanently reduce the Revolving FacilityAggregate Commitments, the Financial Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (53) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof or, if less, the entire amount thereof, and (iii) the Borrower Borrowers shall not terminate or reduce (A) the Revolving Facility Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving FacilityAggregate Commitments, (B) 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 Sublimit, or (C) the Swingline Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Swing Line Loans would exceed the Letter of Credit Swing Line Sublimit. If after giving effect to any reduction or termination of Revolving Aggregate Commitments under this Section 2.06, the Financial Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Swing Line Sublimit exceeds the Revolving Facility Aggregate Commitments at such time, the Financial Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Swing Line Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Financial Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Swing Line Sublimit or the Revolving Commitment under this Section 2.06Aggregate Commitments. The amount of any such Any reduction of the Revolving Aggregate Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s according to its Applicable Revolving Percentage of such Reduction AmountPercentage. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (ai) The Borrower may, upon irrevocable notice from the Company Borrower to the Administrative AgentAgent (except as set forth below), terminate the Revolving FacilityAggregate Commitments, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit or from time to time permanently reduce in part the Revolving FacilityAggregate Commitments, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 1,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Revolving Facility Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving FacilityAggregate Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations (other than L/C Borrowings) not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or Sublimit, and (C) the Swingline Swing Line Sublimit if, after giving effect thereto thereto, and to any concurrent prepayments payments hereunder, the Outstanding Amount of Swingline Swing Line Loans made to the Borrower hereunder would exceed the Letter of Credit Swing Line Sublimit. If after giving effect Notwithstanding anything to the contrary contained herein, the Borrower may rescind any notice of reduction or termination of Revolving the Commitments under provided pursuant to this Section 2.062.06(a), the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit exceeds the Revolving Facility at if such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of notice states that such excess. The Administrative Agent will promptly notify the Lenders of any termination or reduction is conditioned upon the effectiveness of an Amendment or Refinancing of all part of the Letter Committed Loans hereunder or from the proceeds of Credit Sublimitan asset sale or an Equity Issuance, Swingline Sublimitwhich Amendment or Refinancing, the Alternative Currency Sublimit asset sale or the Revolving Commitment under this Section 2.06. The amount of any such reduction of the Revolving Commitments Equity Issuance shall not be applied to the Alternative Currency Sublimit unless have been consummated or shall otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving Percentage of such Reduction Amount. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility shall be paid on the effective date of such terminationhave been delayed.

Termination or Reduction of Commitments. (a) The Borrower Subject to Section 2.09, the Borrowers may, upon irrevocable notice from the Company Lead Borrower to the Administrative AgentAgent (which may be revocable if such notice states that prepayment is contingent upon the refinancing in full of the credit facility provided for hereunder), terminate the` Aggregate Tranche A Commitments, the Revolving Facility, Aggregate Tranche A-1 Commitments or the Letter of Credit Sublimit or the Swingline Sublimit or from time to time permanently reduce the Revolving FacilityAggregate Tranche A Commitments, the Aggregate Tranche A-1 Commitments or the Letter of Credit Sublimit or the Swingline Sublimit; provided provided, that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 1,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof and thereof, (iii) the Borrower Borrowers shall not terminate or reduce (A) the Revolving Facility Tranche A Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings aggregate Outstanding Amount of the Tranche A Loans and the L/C Obligations would exceed the Revolving FacilityAggregate Tranche A Commitments, (B) the Tranche A-1 Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Outstanding Amount of the Tranche A-1 Loans would exceed the Aggregate Tranche A-1 Commitments, and (C) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would 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 Swingline Loans would exceed the Letter of Credit Sublimit. If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06, and (iv) the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit exceeds the Revolving Facility at such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06. The amount of any such reduction of the Revolving Commitments Borrowers shall not be applied reduce the Aggregate Tranche A-1 Commitments to less than $15,000,000 at any time while the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving Percentage of such Reduction Amount. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility shall be paid on the effective date of such terminationTranche A Commitments remain outstanding.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice from the Company to the Administrative Agent, terminate the Aggregate Revolving FacilityCredit Commitments, the Letter of Credit Sublimit or the Swingline Sublimit Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving FacilityCredit Commitments, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000.00 or any whole multiple of $1,000,000 1,000,000.00 in excess thereof and thereof, (iii) the Borrower shall not terminate or reduce (A) the Aggregate Revolving Facility Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving FacilityCredit Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Letter of Credit Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit Sublimit, or (C) the Swingline Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Swing Line Loans would exceed the Letter of Credit Sublimit. If Swing Line Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Commitments under this Section 2.06Credit Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Swing Line Sublimit exceeds the amount of the Aggregate Revolving Facility at Credit Commitments, such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments, or the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06Swing Line Sublimit. The amount of any such Any reduction of the Aggregate Revolving Credit Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Credit Commitment of each Revolving Lender shall be reduced by such Lender’s according to its Applicable Revolving Percentage of such Reduction AmountCredit Percentage. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Aggregate Revolving Facility Credit Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice from the Company to the Administrative Agent, terminate the Revolving Facility, the Letter of Credit Sublimit or the Swingline Sublimit or from time to time permanently reduce the Revolving FacilityCommitments, the Letter of Credit Sublimit or the Swingline Sublimit, or from time to time permanently reduce the Revolving Credit Commitments, the Letter of Credit Sublimit or the Swingline Sublimit, in any such case, without any premium or penalty; provided that provided, however, that: (ia) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (53) Business Days prior to the date of termination or reduction, ; (iib) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof; (iiic) the Borrower shall not terminate or reduce (A) the Revolving Facility Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving FacilityCredit Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or (C) the Swingline Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Loans would exceed the Letter of Credit Sublimit. If Swingline Sublimit and (D) if, after giving effect to any reduction or termination of the Revolving Commitments under this Section 2.06Credit Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit or and/or the Swingline Sublimit exceeds the Revolving Facility at Credit Commitments, such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the and/or such Swingline Sublimit, as the case may be, Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06. The amount of any such reduction of the Revolving Credit Commitments shall not otherwise be applied to the Alternative Currency Letter of Credit Sublimit or the Swingline Sublimit unless otherwise specified by the CompanyBorrower. Upon The Administrative Agent will promptly notify the Revolving Credit Lenders of any such notice of termination or reduction of the Revolving Credit Commitments, . Any reduction of the Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by such Lender’s according to its Applicable Revolving Percentage of such Reduction AmountCredit Percentage. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility Credit Commitments shall be paid on the effective date of such termination. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Revolving Credit Commitments if such termination would have been effected in connection with any refinancing of the Obligations and such refinancing is not consummated or is otherwise delayed.

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

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

Termination or Reduction of Commitments. (a) The Borrower Borrowers may, upon notice from the Company to the Administrative Agent, terminate the Revolving FacilityAggregate Commitments, the Financial Letter of Credit Sublimit or the Swingline Sublimit Swing Line Sublimit, or from time to time permanently reduce the Revolving FacilityAggregate Commitments, the Financial Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (53) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof or, if less, the entire amount thereof, and (iii) the Borrower Borrowers shall not terminate or reduce (A) the Revolving Facility Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving FacilityAggregate Commitments, (B) 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 Sublimit, or (C) the Swingline Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Swing Line Loans would exceed the Letter of Credit Swing Line Sublimit. If after giving effect to any reduction 56 68208499_3 or termination of Revolving Aggregate Commitments under this Section 2.06, the Financial Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Swing Line Sublimit exceeds the Revolving Facility Aggregate Commitments at such time, the Financial Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Swing Line Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Financial Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Swing Line Sublimit or the Revolving Commitment under this Section 2.06Aggregate Commitments. The amount of any such Any reduction of the Revolving Aggregate Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s according to its Applicable Revolving Percentage of such Reduction AmountPercentage. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a1) The Borrower may, upon notice from the Company to the Administrative Agent, terminate the Revolving Credit Facility, the Letter of Credit Sublimit Sublimit, or the Swingline Swing Line Sublimit or from time to time permanently reduce the Revolving Credit Facility, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 1,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof thereof, (iii) any prepayment of a Revolving Credit Loan or a Swing Line Loan or termination, cancellation or cash collateralization of any L/C Obligations necessary to effectuate a reduction under this Section 2.06 shall be accompanied by payment of (A) accrued interest (or fees) on the amount prepaid to the date of prepayment and (iiiB) any additional amounts required pursuant to Section 3.05 and (iv) 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 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 Sublimit, (C) the Swingline Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Swing Line Loans would exceed the Letter of Credit Sublimit. If Swing Line Sublimit or (D) the Canadian Dollar Sublimit if, after giving effect thereto and to any reduction or termination of Revolving Commitments under this Section 2.06concurrent prepayments hereunder, the Letter Outstanding Amount of Credit Loans denominated in Canadian Dollars would exceed the Canadian Dollar Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit exceeds the Revolving Facility at such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Revolving Credit Facility, the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06Swing Line Sublimit. The amount of any Any such reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Credit Commitment of each Revolving Appropriate Lender shall be reduced by such Lender’s according to its Applicable Revolving Percentage of such Reduction AmountCredit Percentage. All fees in respect of the Revolving Facility 62 accrued until the effective date of any termination of the Revolving Facility Aggregate Commitments shall be paid on the effective date of such termination.

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

Termination or Reduction of Commitments. (a) The Borrower Borrowers may, upon notice from the Company to the Administrative Agent from the Borrower Agent, terminate the Aggregate Revolving FacilityCredit Commitments, the Letter of Credit Sublimit or the Swingline Sublimit Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving FacilityCredit Commitments, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. A.M. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 5,000,000 in excess thereof and thereof, (iii) the Borrower Borrowers shall not terminate or reduce (A) the Aggregate Revolving Facility Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving FacilityCredit Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Letter of Credit Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit Sublimit, or (C) the Swingline Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Swing Line Loans would exceed the Letter of Credit Sublimit. If Swing Line Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Commitments under this Section 2.06Credit Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Swing Line Sublimit exceeds the amount of the Aggregate Revolving Facility at Credit Commitments, such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by 77 the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06Swing Line Sublimit. The amount of any such Any reduction of the Aggregate Revolving Credit Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by such Lender’s according to its Applicable Revolving Percentage of such Reduction AmountCredit Percentage. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Aggregate Revolving Facility Credit Commitments shall be paid on the effective date of such termination.

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

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

Termination or Reduction of Commitments. (a) The Borrower Company may, upon notice from the Company to the Administrative Agent, terminate the Aggregate Revolving FacilityCommitments, the Letter of Credit Sublimit Aggregate New Vehicle Floorplan Commitments or the Swingline Sublimit Aggregate Used Vehicle Floorplan Commitments, or from time to time permanently reduce the Aggregate Revolving FacilityCommitments, the Letter of Credit Sublimit Aggregate New Vehicle Floorplan Commitments or the Swingline SublimitAggregate Used Vehicle Floorplan Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days 30 days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower Company shall not terminate or reduce (A) the Aggregate Revolving Facility Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving FacilityAdvance Limit, (Biv) the Letter of Credit Sublimit Company shall not terminate or reduce the Aggregate Revolving Commitments below $20,000,000 (or such lower amount determined by the L/C Issuer in its sole discretion), (v) if, after giving effect theretoto any reduction of the Aggregate Revolving Commitments, 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 concurrent prepayments hereunder, the Outstanding Amount of Swingline Loans would exceed the Letter of Credit Sublimit. If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Swing Line Sublimit exceeds the amount of the Aggregate Revolving Facility at Commitments, such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess, (vi) if, after giving effect to any reduction of the Aggregate New Vehicle Floorplan Commitments, the New Vehicle Floorplan Swing Line Sublimit exceeds the amount of the Aggregate New Vehicle Floorplan Commitments, such Sublimit shall be automatically reduced by the amount of such excess, (vii) if, after giving effect to any reduction of the Aggregate Used Vehicle Floorplan Commitments, the Used Vehicle Floorplan Swing Line Sublimit exceeds the amount of the Aggregate Used Vehicle Floorplan Commitments, such Sublimit shall be automatically reduced by the amount of such excess, and (viii) following any such reduction, at least 65% of the Aggregate Commitments must be allocated to the Aggregate Floorplan Facility Commitments and at least 75% of the Aggregate Floorplan Facility Commitments must be allocated to the Aggregate New Vehicle Floorplan Commitments. In connection with any reduction of the Aggregate New Vehicle Floorplan Commitments, the New Vehicle Floorplan Swing Line Lender in its discretion may suspend and/or terminate all or a portion of the then outstanding Payment Commitments or Payoff Letter Commitments which shall be promptly selected by the Company, in an amount that corresponds to the size of said reduction. The Administrative Agent will promptly notify the applicable Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06Aggregate Commitments. The amount of any such Any reduction of the Aggregate Revolving Commitments, Aggregate New Vehicle Floorplan Commitments or Used Vehicle Floorplan Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s in accordance with (x) its respective Applicable Revolving Percentage, (y) its respective Applicable New Vehicle Floorplan Percentage of such Reduction Amountand (z) its respective Applicable Used Vehicle Floorplan Percentage, as the case may be. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower Borrowers may, upon irrevocable notice from the Company Lead Borrower to the Administrative Agent, terminate the Revolving FacilityAggregate Commitments, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit or from time to time permanently reduce the Revolving FacilityAggregate Commitments, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that provided, that, (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (53) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower Borrowers shall not terminate or reduce (A) the Revolving Facility Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving FacilityAggregate Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or Sublimit, and (C) the Swingline Swing Line Sublimit if, after giving effect thereto thereto, and to any concurrent prepayments payments hereunder, the Outstanding Amount of Swingline Swing Line Loans hereunder would exceed the Letter Swing Line Sublimit and (iii) such notice delivered by the Lead Borrower may state that such notice is conditioned upon the effectiveness of Credit Sublimit. If after giving effect other credit facilities, indentures or similar agreements related to any reduction or termination the incurrence of Revolving Commitments under this Section 2.06, the Letter of Credit Sublimit, the Alternative Currency Sublimit Indebtedness or the Swingline Sublimit exceeds the Revolving Facility at consummation of another transaction, in which case such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case notice may be, shall be automatically reduced revoked by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06. The amount of any such reduction of the Revolving Commitments shall not be applied Lead Borrower (by written notice to the Alternative Currency Sublimit unless otherwise Agent on or prior to the specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by effective date) if such Lender’s Applicable Revolving Percentage of such Reduction Amount. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility shall be paid on the effective date of such terminationcondition is not satisfied.

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

Termination or Reduction of Commitments. (a) Termination or Reduction of Revolving Credit Commitments, Revolving L/C Sublimit and Term L/C Issuer Commitments. The Borrower may, upon notice from the Company to the Administrative Payment Agent, terminate the unused portion of the Revolving Facility, the Letter of Credit Sublimit Commitments or the Swingline Sublimit Revolving L/C Sublimit, or from time to time permanently reduce the unused portion of the Revolving Facility, the Letter of Credit Sublimit Commitments or the Swingline Revolving L/C Sublimit; provided that (i) any such notice shall be received by the Administrative Payment Agent not later than 11:00 a.m. five 12:00 noon (5eastern time) three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an a minimum aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower shall not terminate or reduce (A) the unused portion of the Revolving Facility Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of Revolving Credit Loans and Revolving L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of aggregate Revolving Credit Commitments or if the Revolving L/C Sublimit or would exceed the aggregate Revolving Credit Commitments and (Civ) the Swingline Borrower shall not terminate or reduce the unused portion of the Revolving L/C Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Loans the Revolving L/C Obligations would exceed the Letter of Credit Revolving L/C Sublimit. If after giving effect to any reduction or termination of unused Revolving Credit Commitments under this Section 2.062.05, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Revolving L/C Sublimit exceeds the aggregate Revolving Facility at such timeCredit Commitments, the Letter of Credit Sublimit, the Alternative Currency Revolving L/C Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Borrower may, upon notice to the Payment Agent, terminate the unused portion of the Term L/C Issuer Commitments, or from time to time permanently reduce the unused portion of the Term L/C Issuer Commitments; provided that (i) any such notice shall be received by the Payment Agent will promptly notify not later than 12:00 noon (eastern time) three Business Days prior to the Lenders date of any termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06. The amount of any such reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving Percentage of such Reduction Amount. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility shall be paid on the effective date of such termination.reduction,

Termination or Reduction of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date. The Borrower may, upon written notice from the Company to the Administrative Agent, terminate the Revolving FacilityAggregate Commitments, the Letter of Credit Sublimit or the Swingline Sublimit or from time to time permanently reduce the Revolving Facility, the Letter of Credit Sublimit or the Swingline SublimitAggregate Commitments; provided that (ia) any such notice shall must be received by the Administrative Agent not later than 11:00 a.m. five a.m., New York City time, three (53) Business Days prior to the date of termination or reduction, (iib) any such partial reduction shall will be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iiic) the Borrower shall will not terminate or reduce (A) the Revolving Facility Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving FacilityAggregate Commitments, (B) unless the Letter Total Outstandings consist solely of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully and the Borrower has concurrently Cash Collateralized hereunder would exceed the Outstanding Amount of L/C Obligations and (d) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, 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 Swingline Loans would exceed the Letter of Credit Sublimit. If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Swing Line Sublimit exceeds the Revolving Facility at amount of the Aggregate Commitments, such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, sublimit shall automatically be automatically reduced by the amount of such excess. The Each notice delivered by the Borrower pursuant to this Section 2.07 shall be irrevocable; provided that a notice of termination of the Aggregate Commitments delivered by the Borrower may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of termination) if such condition is not satisfied and, in the case of such revocation, such termination will not be effective. Promptly following receipt of any notice pursuant to Section 2.07, the Administrative Agent will promptly notify the Lenders of the details thereof. Any partial reduction of the Aggregate Commitments will be applied to the Commitment of each Lender according to its Applicable Percentage. Any termination or reduction of the Commitments shall be permanent. All Unused Commitment Fees accrued through the date of any termination or reduction of the Letter Commitments (in the case of Credit Sublimitany reduction, Swingline Sublimitin respect of the aggregate amount of the Commitments subject to such reduction) shall be payable on the date of such termination or reduction. Except as otherwise set forth above, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06. The amount of any such Aggregate Commitment reduction of the Revolving Commitments shall will not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving Percentage of such Reduction Amount. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility shall be paid on the effective date of such terminationBorrower.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice from the Company to the Administrative Agent, terminate the Revolving FacilityDollar Commitments, the Multicurrency Commitments or the Letter of Credit Sublimit or the Swingline Sublimit Sublimit, or from time to time permanently reduce the Revolving FacilityDollar Commitments, the Multicurrency Commitments or the Letter of Credit Sublimit or the Swingline Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reductionreduction (or such shorter period of time as the Administrative Agent shall reasonably agree), (ii) in the case of a partial reduction, any such notice shall specify the amount of such reduction (if any) to be allocated to the Dollar Commitments, Multicurrency Commitments and/or the Letter of Credit Sublimit hereunder, in each case, (iii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof thereof, and (iiiiv) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, immediately after giving effect thereto and to any concurrent prepayments hereunder, (1) the Total Revolving Outstandings would exceed the Revolving Credit Facility, (2) with respect to any termination or reduction of Dollar Commitments, the Total Dollar Outstandings would exceed the Total Dollar Commitment or (3) with respect to any termination or reduction of Multicurrency Commitments, the Total Multicurrency Outstandings would exceed the Total Multicurrency Commitment, or (B) the Letter of Credit Sublimit Sublimit, if, immediately after giving effect thereto, the Outstanding Amount of the L/C Obligations (including the Dollar Equivalent of any Multicurrency L/C Obligations outstanding in a Foreign Currency) not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or (C) the Swingline Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Loans would exceed the Letter of Credit Sublimit. If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit exceeds the Revolving Facility at such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the applicable Lenders of any such notice of termination or reduction of the Revolving Credit Facility, the Dollar Commitments, the Multicurrency Commitments or the Letter of Credit Sublimit, Swingline Sublimit, as applicable. Any reduction of a tranche of Revolving Credit Commitments hereunder shall be applied ratably among the Alternative Currency Sublimit or Lenders holding such tranche of Revolving Credit Commitments based on the Revolving Commitment under this Section 2.06. The amount of any such reduction of the Revolving Credit Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced held by such Lender’s Applicable Revolving Percentage of Lender immediately prior to such Reduction Amountreduction. All fees in respect of the Revolving Credit Facility accrued until the effective date of any termination of the Revolving Credit Facility or the Letter of Credit Sublimit shall be paid on the effective date of such termination.

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

Termination or Reduction of Commitments. (a) The Borrower Borrowers may, upon irrevocable notice from the Company Lead Borrower to the Administrative Agent, terminate the Revolving FacilityAggregate ABL Commitments, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit or from time to time permanently reduce the Revolving FacilityAggregate ABL Commitments, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that provided, that, (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (53) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower Borrowers shall not terminate or reduce (A) the Revolving Facility ABL Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings Outstanding Amount of the ABL Loans would exceed the Revolving FacilityABL Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or Sublimit, and (C) the Swingline Swing Line Sublimit if, after giving effect thereto thereto, and to any concurrent prepayments payments hereunder, the Outstanding Amount of Swingline Swing Line Loans hereunder would exceed the Letter Swing Line Sublimit, and (iv) such notice delivered by the Lead Borrower may state that such notice is conditioned upon the effectiveness of Credit Sublimitother credit facilities, indentures or similar agreements related to the incurrence of Indebtedness or the consummation of another transaction, in which case such notice may be revoked by the Lead Borrower (by written notice to the Agent on or prior to the specified effective date) if such condition is not satisfied. If (b) If, after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06the Aggregate ABL Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Swing Line Sublimit exceeds the Revolving Facility at amount of the Aggregate ABL Commitments, such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, Swing Line Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06. The amount of any such reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving Percentage of such Reduction Amount. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower Company may, upon notice from the Company to the Administrative Agent, terminate the Global Revolving Credit Facility, the U.S. Revolving Credit Facility, the Letter of Credit Sublimit, the Global Swing Line Sublimit or the Swingline Sublimit U.S. Swing Line Sublimit, or from time to time permanently reduce the Global Revolving Credit Facility, the U.S. Revolving Credit Facility, the Letter of Credit Sublimit, the Global Swing Line Sublimit or the Swingline U.S. Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower Company shall not terminate or reduce (A) the U.S. Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total U.S. Revolving Credit Outstandings would exceed the U.S. Revolving Credit Facility, (B) the Global Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Global Revolving Credit Outstandings would exceed the Global Revolving Credit Facility, (C) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or Sublimit, (CD) the Swingline U.S. Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline U.S. Swing Line Loans would exceed the Letter U.S. Swing Line Sublimit or (E) the Global Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Credit Global Swing Line Loans would exceed the Global Swing Line Sublimit. If , and (iv) if, after giving effect to any reduction or termination of the applicable Revolving Commitments under this Section 2.06Facility, the Letter of Credit Sublimit, the Alternative Currency Designated Foreign Borrower Sublimit, the U.S. Swing Line Sublimit or the Swingline Global Swing Line Sublimit (in any case, as applicable) exceeds the amount of such Revolving Facility at Facility, such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess; and provided, further, that if such notice is given in connection with a refinancing of all Obligations (other than contingent indemnification obligations), such notice may be conditional on the effectiveness of the replacement credit agreement or other similar document and may be revoked by the Company if such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit applicable Revolving Facility or the Revolving Commitment sublimit under this Section 2.06clause (a). The amount of any such reduction of the U.S. Revolving Commitments Credit Facility shall not be applied to the Alternative Currency Letter of Credit Sublimit unless otherwise specified by the Company. Upon any Any reduction of the applicable Revolving Commitments, Facility shall be applied to the Revolving Commitment of each applicable Revolving Lender shall be reduced by such Lender’s according to its Applicable Revolving Percentage of such Reduction AmountPercentage. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the either Revolving Facility shall be paid on the effective date of such termination.

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

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

Termination or Reduction of Commitments. (a) The Borrower Borrowers may, upon notice from the Company to the Administrative Agent, terminate the Revolving Facility, the Letter of Credit Sublimit Aggregate Revolver Commitments or the Swingline Sublimit Aggregate WC Commitments, as the case may be, or from time to time permanently reduce the Revolving Facility, the Letter of Credit Sublimit Aggregate Revolver Commitments or the Swingline SublimitAggregate WC Commitments, as the case may be; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower Borrowers shall not terminate or reduce (A) the Revolving Facility Aggregate Revolver Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Revolver Outstandings would exceed the Revolving Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of other than Revolver L/C Obligations not fully which are Cash Collateralized hereunder pursuant to Section 2.14 hereof) would exceed the Letter of Credit Sublimit or Aggregate Revolver Commitments, (Civ) the Swingline Sublimit Borrowers shall not terminate or reduce the Aggregate WC Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Loans Total WC Outstandings (other than WC L/C Obligations which are Cash Collateralized pursuant to Section 2.14 hereof) would exceed the Letter of Credit Sublimit. If Aggregate WC Commitments and (v) if, after giving effect to any reduction of the Aggregate Revolver Commitments or termination of Revolving Commitments under this Section 2.06the Aggregate WC Commitments, as applicable, the Alternative Currency Sublimit, the Revolver Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Swing Line Sublimit exceeds the Revolving Facility at such time, amount of the Letter of Credit Sublimit, the Alternative Currency Sublimit Aggregate Revolver Commitments or the Swingline SublimitAggregate WC Commitments, as the case may beapplicable, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit SublimitAggregate Revolver Commitments or Aggregate WC Commitments, Swingline Sublimit, as the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06case may be. The amount of any such Aggregate Revolver Commitment or Aggregate WC Commitment, as the case may be, reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit or the Revolver Letter of Credit Sublimit unless otherwise specified by the CompanyBorrowers. Upon any Any reduction of the Revolving Aggregate Revolver Commitments or the Aggregate WC Commitments, as applicable, shall be applied to the Revolving WC Commitment or Revolver Commitment of each Revolving Lender shall be reduced by such Lender’s , as applicable, according to its Applicable Revolving Percentage of such Reduction AmountPercentage. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility Aggregate Revolver Commitments or Aggregate WC Commitments, as the case may be, shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower Borrowers may, upon notice from the Company to the Administrative Agent, terminate the Revolving FacilityAggregate Commitments, the Letter of Credit Sublimit, the Financial Letter of Credit Sublimit or the Swingline Sublimit Swing Line Sublimit, or from time to time permanently reduce the Revolving FacilityAggregate Commitments, the Letter of Credit Sublimit, the Financial Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (ia) any such notice shall be received by the Administrative Agent not later than 11:00 9:00 a.m. five (5) Business Days prior to the date of termination or reduction, (iib) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iiic) the Borrower Borrowers shall not terminate or reduce (Ai) the Revolving Facility Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving FacilityAggregate Commitments, (Bii) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (iii) the Financial Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Financial Letter of Credit Sublimit, or (Civ) the Swingline Swing Line Sublimit if, after giving effect thereto and 70290124_9 to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Swing Line Loans would exceed the Letter of Credit Swing Line Sublimit. If , and (d) if, after giving effect to any termination or reduction or termination of Revolving Commitments under this Section 2.06the Aggregate Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Swing Line Sublimit exceeds the Revolving Facility at amount of the Aggregate Commitments, such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swingline Financial Letter of Credit Sublimit, the Alternative Currency Swing Line Sublimit or the Revolving Commitment under this Section 2.06Aggregate Commitments. The amount of any such Any reduction of the Revolving Aggregate Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s according to its Applicable Revolving Percentage of such Reduction AmountPercentage. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility Aggregate Commitments shall be paid on the effective date of such termination. Any notice of termination or reduction given pursuant to this Section 2.06 may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date.

Termination or Reduction of Commitments. (a) The Borrower Borrowers may, upon notice from the Company to the Administrative Agent, terminate the Revolving FacilityAggregate Commitments, the Financial Letter of Credit Sublimit or the Swingline Sublimit Swing Line Sublimit, or from time to time permanently reduce the Revolving FacilityAggregate Commitments, the Financial Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (53) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof or, if less, the entire amount thereof, and (iii) the Borrower Borrowers shall not terminate or reduce (A) the Revolving Facility Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving FacilityAggregate Commitments, (B) 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 Sublimit, or (C) the Swingline Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Swing Line Loans would exceed the Letter of Credit Swing Line Sublimit. If after giving effect to any reduction or termination of Revolving Aggregate Commitments under this Section 2.06, the Financial Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Swing Line Sublimit exceeds the Revolving Facility Aggregate Commitments at such time, the Financial Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Swing Line Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Financial Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Swing Line Sublimit or the Revolving Commitment under this Section 2.06Aggregate Commitments. The amount of any such Any reduction of the Revolving Aggregate Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s according to its Applicable Revolving Percentage of such Reduction AmountPercentage. All fees in respect of the Revolving Facility accrued 89826417_6 until the effective date of any termination of the Revolving Facility Aggregate Commitments shall be paid on the effective date of such termination.

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

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

Termination or Reduction of Commitments. (a) The Borrower Borrowers may, upon notice from the Company to the Administrative Agent, terminate the Revolving Facility, the Letter of Credit Sublimit Aggregate Revolver Commitments or the Swingline Sublimit Aggregate WC Commitments, as the case may be, or from time to time permanently reduce the Revolving Facility, the Letter of Credit Sublimit Aggregate Revolver Commitments or the Swingline SublimitAggregate WC Commitments, as the case may be; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower Borrowers shall not terminate or reduce (A) the Revolving Facility Aggregate Revolver Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Revolver Outstandings would exceed the Revolving Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of other than Revolver L/C Obligations not fully which are Cash Collateralized hereunder pursuant to Section 2.14 hereof) would exceed the Letter of Credit Sublimit or Aggregate Revolver 81 Commitments, (Civ) the Swingline Sublimit Borrowers shall not terminate or reduce the Aggregate WC Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Loans Total WC Outstandings (other than WC L/C Obligations which are Cash Collateralized pursuant to Section 2.14 hereof) would exceed the Letter of Credit Sublimit. If Aggregate WC Commitments and (v) if, after giving effect to any reduction of the Aggregate Revolver Commitments or termination of Revolving Commitments under this Section 2.06the Aggregate WC Commitments, as applicable, the Alternative Currency Sublimit, the Revolver Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Swing Line Sublimit exceeds the Revolving Facility at such time, amount of the Letter of Credit Sublimit, the Alternative Currency Sublimit Aggregate Revolver Commitments or the Swingline SublimitAggregate WC Commitments, as the case may beapplicable, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit SublimitAggregate Revolver Commitments or Aggregate WC Commitments, Swingline Sublimit, as the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06case may be. The amount of any such Aggregate Revolver Commitment or Aggregate WC Commitment, as the case may be, reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit or the Revolver Letter of Credit Sublimit unless otherwise specified by the CompanyBorrowers. Upon any Any reduction of the Revolving Aggregate Revolver Commitments or the Aggregate WC Commitments, as applicable, shall be applied to the Revolving WC Commitment or Revolver Commitment of each Revolving Lender shall be reduced by such Lender’s , as applicable, according to its Applicable Revolving Percentage of such Reduction AmountPercentage. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility Aggregate Revolver Commitments or Aggregate WC Commitments, as the case may be, shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice from the Company to the Administrative Agent, terminate the Revolving Credit Facility, the Letter of Credit Sublimit or the Swingline Sublimit Swing Line Sublimit, or from time to time permanently reduce the Revolving Credit Facility, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof thereof, and (iii) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit Sublimit, or (C) the Swingline Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Swing Line Loans would exceed the Letter of Credit Sublimit. If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit exceeds the Revolving Facility at such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Swing Line Sublimit or the Revolving Commitment under this Section 2.06. The amount of any such reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company2.06(a). Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s 's Applicable Revolving Percentage of such Reduction Amountreduction amount. All fees in respect of the Revolving Credit Facility accrued until the effective date of any termination of the Revolving Credit Facility shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower Borrowers may, upon irrevocable notice from the Company Lead Borrower to the Administrative Agent, terminate the Revolving FacilityTranche A Commitments, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit or from time to time permanently reduce the Revolving FacilityTranche A Commitments, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower Borrowers shall not terminate or reduce (A) the Revolving Facility Tranche A Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Tranche A Outstandings would exceed the Revolving FacilityAggregate Tranche A Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or Sublimit, and (C) the Swingline Swing Line Sublimit if, after giving effect thereto thereto, and to any concurrent prepayments payments hereunder, the Outstanding Amount of Swingline Swing Line Loans hereunder would exceed the Letter of Credit Swing Line Sublimit. If after giving effect to In connection with any reduction in the Tranche A Commitments prior to the Maturity Date, if any Loan Party or termination any of Revolving Commitments under this Section 2.06its Subsidiaries owns any Margin Stock, the Letter of Credit SublimitBorrowers shall deliver to Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), the Alternative Currency Sublimit or the Swingline Sublimit exceeds the Revolving Facility at such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced duly executed and delivered by the amount of Borrowers, together with such excess. The Administrative other documentation as Agent will promptly notify shall reasonably request, in order to enable Agent and the Lenders of to comply with any termination or reduction of the Letter of Credit Sublimitrequirements under Regulations T, Swingline Sublimit, the Alternative Currency Sublimit U or the Revolving Commitment under this Section 2.06. The amount of any such reduction X of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving Percentage of such Reduction Amount. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility shall be paid on the effective date of such terminationFRB.

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

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

Termination or Reduction of Commitments. (a) The Borrower Borrowers may, upon notice from the Company to the Administrative Agent, terminate the Revolving FacilityAggregate Commitments, the Financial Letter of Credit Sublimit or the Swingline Sublimit Swing Line Sublimit, or from time to time permanently reduce the Revolving FacilityAggregate Commitments, the Financial Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (53) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof or, if less, the entire amount thereof, and (iii) the Borrower Borrowers shall not terminate or reduce (A) the Revolving Facility Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving FacilityAggregate Commitments, (B) 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 Sublimit, or (C) the Swingline Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Swing Line Loans would exceed the Letter of Credit Swing Line Sublimit. If after giving effect to any reduction or termination of Revolving Aggregate Commitments under this Section 2.06, the Financial Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Swing Line Sublimit exceeds the Revolving Facility Aggregate Commitments at such time, the Financial Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Swing Line Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Financial Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Swing Line Sublimit or the Revolving Commitment under this Section 2.06Aggregate Commitments. The amount of any such Any reduction of the Revolving Aggregate Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s according to its Applicable Revolving Percentage of such Reduction AmountPercentage. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility Aggregate Commitments shall be paid on the effective date of such termination.. 90295627_3

Termination or Reduction of Commitments. (a) The Borrower may, upon notice from the Company to the Administrative Agent, terminate the Revolving FacilityDollar Commitments, the Multicurrency Commitments, the Letter of Credit Sublimit or the Swingline Sublimit Delayed Draw Term Loan Commitment, or from time to time permanently reduce the Revolving FacilityDollar Commitments, the Multicurrency Commitments, the Letter of Credit Sublimit or the Swingline SublimitDelayed Draw Term Loan Commitment; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reductionreduction (or such shorter period of time as the Administrative Agent shall reasonably agree), (ii) in the case of a partial reduction, any such notice shall specify the amount of such reduction (if any) to be allocated to the Dollar Commitments, Multicurrency Commitments, the Letter of Credit Sublimit and/or the Delayed Draw Term Loan Commitment hereunder, in each case, (iii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof (or in the case of any Foreign Currency, as set forth on the Administrative Schedule), and (iiiiv) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, immediately after giving effect thereto and to any concurrent prepayments hereunder, (1) the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (2) with respect to any termination or reduction of Dollar Commitments, the Total Dollar Outstandings would exceed the Total Dollar Commitment or (3) with respect to any termination or reduction of Multicurrency Commitments, the Total Multicurrency Outstandings would exceed the Total Multicurrency Commitment, or (B) the Letter of Credit Sublimit Sublimit, if, immediately after giving effect thereto, the Outstanding Amount of the L/C Obligations (including the Dollar Equivalent of any Multicurrency L/C Obligations outstanding in a Foreign Currency) not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or (C) the Swingline Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Loans would exceed the Letter of Credit Sublimit. If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit exceeds the Revolving Facility at such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the applicable Lenders of any such notice of termination or reduction of the Revolving Credit Facility, the Dollar Commitments, the Multicurrency Commitments, the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06Delayed Draw Term Loan Commitments, as applicable. The Any reduction of a tranche of Commitments hereunder shall be applied ratably among the Lenders holding such tranche of Commitments based on the amount of any such reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced held by such Lender’s Applicable Revolving Percentage of Lender immediately prior to such Reduction Amountreduction. All fees in respect of the Revolving Credit Facility or the Delayed Draw Term Loan Commitments accrued until the effective date of any termination of the Revolving Facility Credit Facility, the Delayed Draw Term Loan Commitments or the Letter of Credit Sublimit shall be paid on the effective date of such termination. The Refinancing Term Loan Commitments shall be reduced to zero immediately after the funding thereof on the Closing Date, except with respect to a Defaulting Lender, if any (to the extent of any applicable unfunded amount). The Delayed Draw Term Loan Commitment shall be reduced to zero upon the earlier of (i) the occurrence of the Expiration Date and (ii) except with respect to a Defaulting Lender, if any (to the extent of any applicable unfunded amount), immediately after the funding thereof on the Tanzanite Closing Date.

Termination or Reduction of Commitments. (a) The Borrower Domestic Borrowers may, upon irrevocable notice from the Company Parent to the Administrative AgentAgent (except as set forth below), terminate the Revolving FacilityDomestic Total Commitments, the Domestic Letter of Credit Sublimit or the Swingline Domestic Swing Line Sublimit or from time to time permanently reduce in part the Revolving FacilityDomestic Total Commitments, the Domestic Letter of Credit Sublimit or the Swingline Domestic Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (53) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower Domestic Borrowers shall not terminate or reduce (A) the Revolving Facility Domestic Total Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Revolving Domestic Total Revolving Outstandings would exceed the Revolving FacilityDomestic Total Commitments, (B) the Domestic Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of Domestic L/C Obligations (other than Domestic L/C Borrowings) not fully Cash Collateralized hereunder would exceed the Domestic Letter of Credit Sublimit or Sublimit, and (C) the Swingline Domestic Swing Line Sublimit if, after giving effect thereto thereto, and to any concurrent prepayments payments hereunder, the Outstanding Amount of Swingline Swing Line Loans made to the Domestic Borrowers hereunder would exceed the Letter of Credit Domestic Swing Line Sublimit. If after giving effect Notwithstanding anything to the contrary contained herein, the Domestic Borrowers may rescind any notice of reduction or termination of the Revolving Domestic Commitments under provided pursuant to this Section 2.062.06(a), the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit exceeds the Revolving Facility at if such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any termination or reduction was to have been made with the proceeds of a refinancing of all part of the Letter Committed Loans hereunder or from the proceeds of Credit Sublimitan asset sale or a similar transaction, Swingline Sublimitwhich refinancing, the Alternative Currency Sublimit asset sale or the Revolving Commitment under this Section 2.06. The amount of any such reduction of the Revolving Commitments similar transaction shall not be applied to the Alternative Currency Sublimit unless have been consummated or shall otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving Percentage of such Reduction Amount. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility shall be paid on the effective date of such terminationhave been delayed.

Termination or Reduction of Commitments. (a) The Borrower Borrowers may, upon irrevocable notice from the Company Lead Borrower to the Administrative Agent, terminate the Aggregate FILO Commitments, the Aggregate Revolving FacilityCommitments, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit or from time to time permanently reduce the Aggregate FILO Commitments, the Aggregate Revolving FacilityCommitments, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided provided, that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (53) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower Borrowers shall not terminate or reduce (A) the Revolving Facility Aggregate FILO Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings under the FILO Credit Facility would exceed the Revolving FacilityAggregate FILO Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or Sublimit, (C) the Swingline Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit, or (D) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Loans Total Outstandings under the Revolving Credit Facility would exceed the Letter of Credit Sublimit. If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit exceeds the Revolving Facility at such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06. The amount of any such reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Aggregate Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving Percentage of such Reduction Amount. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice from the Company to the Administrative Agent, terminate the Revolving Facility, the Letter of Credit Sublimit or the Swingline Sublimit at any time, or from time to time permanently reduce the Revolving Facility, the Letter of Credit Sublimit or the Swingline Sublimit, in each case, without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five 2:00 p.m. three (53) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 2,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Revolving Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit Sublimit, or (C) the Swingline Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Loans would exceed the Letter of Credit Swingline Sublimit. If after giving effect A notice delivered by the Borrower pursuant to any reduction or termination of Revolving Commitments under this Section 2.06, 2.06 may state that such notice is conditioned upon the Letter effectiveness of Credit Sublimit, the Alternative Currency Sublimit other credit facilities or the Swingline Sublimit exceeds receipt of proceeds from the Revolving Facility at issuance of other Indebtedness, in which case such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case notice may be, shall be automatically reduced revoked by the amount of such excess. The Borrower (by notice to the Administrative Agent will promptly notify the Lenders of any termination on or reduction of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06. The amount of any such reduction of the Revolving Commitments shall not be applied prior to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by effective date) if such Lender’s Applicable Revolving Percentage of such Reduction Amount. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility shall be paid on the effective date of such terminationcondition is not satisfied.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice from the Company to the Administrative Agent, terminate the Revolving FacilityAggregate Commitments, the Letter of Credit Sublimit or the Swingline Sublimit Swing Line Sublimit, or from time to time permanently reduce the Revolving FacilityAggregate Commitments, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 8:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower shall not terminate or reduce (A) the Revolving Facility Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving FacilityAggregate Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit Sublimit, or (C) the Swingline Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Swing Line Loans would exceed the Letter of Credit Sublimit. If Swing Line Sublimit and (iv) if, after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06the Aggregate Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Swing Line Sublimit exceeds the Revolving Facility at amount of the Aggregate Commitments, such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments, the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06Swing Line Sublimit. The amount of any such Any reduction of the Revolving Aggregate Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s according to its Applicable Revolving Percentage of such Reduction AmountPercentage. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice from the Company to the Administrative Agent, terminate the Revolving FacilityDollar Commitments, the Multicurrency Commitments, the Letter of Credit Sublimit Sublimit, or the Swingline Sublimit Swing Line Sublimit, or from time to time permanently reduce the Revolving FacilityDollar Commitments, the Multicurrency Commitments, the Letter of Credit Sublimit Sublimit, or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) in the case of a partial reduction, any such notice shall specify the amount of such reduction (if any) to be allocated to the Dollar Commitments and/or Multicurrency Commitments hereunder, in each case, (iii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof (or in the case of any Foreign Currency, as set forth on the Administrative Schedule), and (iiiiv) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, immediately after giving effect thereto and to any concurrent prepayments hereunder, (1) the Total Revolving Credit Outstandings plus the aggregate Dollar Equivalent of the principal amount of outstanding Competitive Loans would exceed the Revolving Credit Facility, (2) with respect to any termination or reduction of Dollar Commitments, the Total Dollar Outstandings would exceed the Revolving FacilityTotal Dollar Commitment or (3) with respect to any termination or reduction of Multicurrency Commitments, the Total Multicurrency Outstandings would exceed the Total Multicurrency Commitment, (B) the Letter of Credit Sublimit Sublimit, if, immediately after giving effect thereto, the Outstanding Amount of the L/C Obligations (including the Dollar Equivalent of any Multicurrency L/C Obligations outstanding in a Foreign Currency) not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit Sublimit, or (C) the Swingline Swing Line Sublimit if, immediately after giving effect thereto and to any concurrent prepayments payments hereunder, the Outstanding Amount of Swingline Swing Line Loans would exceed the Letter of Credit Swing Line Sublimit. If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit exceeds the Revolving Facility at such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Revolving Credit Lenders of any such notice of termination or reduction of the Revolving Credit Facility, the Dollar Commitments, the Multicurrency Commitments, the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06. The amount of any such reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving Percentage of such Reduction Amount. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility shall be paid on the effective date of such termination.Swing

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

Termination or Reduction of Commitments. (a) The Borrower Newpark may, upon notice from the Company to the Administrative Agent, terminate the Revolving FacilityAggregate Commitments, the Letter of Credit Sublimit or the Swingline Sublimit Total Swing Line Sublimit, or from time to time permanently reduce the Revolving FacilityAggregate Commitments, the Letter of Credit Sublimit or the Swingline Total Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 10:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower Newpark shall not terminate or reduce (A) the Revolving Facility Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving FacilityBorrowing Base, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit Sublimit, or (C) the Swingline Total Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Swing Line Loans would exceed the Letter of Credit Sublimit. If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06, the Letter of Credit Sublimit, the Alternative Currency Total Swing Line Sublimit or the Swingline Sublimit exceeds the Revolving Facility at Outstanding Amount of Swing Line Loans owing to any Swing Line Lender would exceed such time, the Letter of Credit Swing Line Lender’s Swing Line Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Swing Line Sublimit or the Revolving Commitment Aggregate Commitments under this Section 2.06. The amount of any such reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Aggregate Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving Percentage of such Reduction Amountreduction amount. Upon any reduction of the Total Swing Line Sublimit, each Swing Line Lender’s Swing Line Sublimit shall be an amount equal to such reduction amount. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility Aggregate Commitments shall be paid on the effective date of such termination. Each notice delivered by Newpark on behalf of the Borrowers pursuant to this Section 2.06 will be irrevocable, except that a notice of termination of the Commitments delivered by Newpark may state that such notice is conditioned upon the effectiveness of other credit facilities or an acquisition or disposition transaction, in which case such notice may be revoked by Newpark (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

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

Termination or Reduction of Commitments. (a) The Borrower Borrowers may, upon irrevocable notice from the Company Lead Borrower to the Administrative Agent, terminate the Aggregate FILO Commitments, the Aggregate Revolving FacilityCommitments, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit or from time to time permanently reduce the Aggregate FILO Commitments, the Aggregate Revolving FacilityCommitments, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided provided, that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (53) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower Borrowers shall not terminate or reduce (A) the Revolving Facility Aggregate FILO Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings under the FILO Credit Facility would exceed the Revolving FacilityAggregate FILO Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (D(C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit., or (CD) the Swingline Sublimit Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Loans Total Outstandings under the Revolving Credit Facility would exceed the Letter of Credit Sublimit. If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit exceeds the Revolving Facility at such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06. The amount of any such reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Aggregate Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving Percentage of such Reduction Amount. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice from the Company to the Administrative Agent, terminate the Revolving Facility, the Letter of Credit Sublimit or the Swingline Sublimit or from time to time permanently reduce the Revolving FacilityCommitments, the Letter of Credit Sublimit or the Swingline Sublimit, or from time to time permanently reduce the Revolving Credit Commitments, the Letter of Credit Sublimit or the Swingline Sublimit, in any such case, without any premium or penalty; provided that provided, however, that: (ia) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (53) Business Days prior to the date of termination or reduction, ; (iib) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof; (iiic) the Borrower shall not terminate or reduce (A) the Revolving Facility Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving FacilityCredit Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or (C) the Swingline Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Loans would exceed the Letter of Credit Sublimit. If Swingline Sublimit and (D) if, after giving effect to any reduction or termination of the Revolving Commitments under this Section 2.06Credit Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit or and/or the Swingline Sublimit exceeds the Revolving Facility at Credit Commitments, such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the and/or such Swingline Sublimit, as the case may be, Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06. The amount of any such reduction of the Revolving Credit Commitments shall not otherwise be applied to the Alternative Currency Letter of Credit Sublimit or the Swingline Sublimit unless otherwise specified by the CompanyBorrower. Upon The Administrative Agent will promptly notify the Revolving Credit Lenders of any such notice of termination or reduction of the Revolving Credit Commitments. Except as provided in Section 2.05(d), any reduction of the Revolving Commitments, Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by such Lender’s according to its Applicable Revolving Percentage of such Reduction AmountCredit Percentage. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility Credit Commitments shall be paid on the effective date of such termination. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Revolving Credit Commitments if such termination would have been effected in connection with any refinancing of the Obligations and such refinancing is not consummated or is otherwise delayed.

Termination or Reduction of Commitments. (a1) The Borrower may, upon notice from the Company to the Administrative Agent, terminate the Revolving Credit Facility, the Letter of Credit Sublimit Sublimit, or the Swingline Swing Line Sublimit or from time to time permanently reduce the Revolving Credit Facility, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 1,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof thereof, (iii) any prepayment of a Revolving Credit Loan or a Swing Line Loan or termination, cancellation or cash collateralization of any L/C Obligations necessary to effectuate a reduction under this Section 2.06 shall be accompanied by payment of (A) accrued interest (or fees) on the amount prepaid to the date of prepayment and (iiiB) any additional amounts required pursuant to Section 3.05 and (iv) 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 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 Sublimit[ or], (C) the Swingline Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Swing Line Loans would exceed the Letter of Credit Sublimit. If Swing Line Sublimit or (D) the Canadian Dollar Sublimit if, after giving effect thereto and to any reduction or termination of Revolving Commitments under this Section 2.06concurrent prepayments hereunder, the Letter Outstanding Amount of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit exceeds the Revolving Facility at such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06. The amount of any such reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving Percentage of such Reduction Amount. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility shall be paid on the effective date of such termination.Loans denominated in

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

Termination or Reduction of Commitments. (a) The Borrower Borrowers may, upon irrevocable notice from the Company Lead Borrower to the Administrative Agent, terminate the Revolving FacilityTranche A Aggregate Commitments, the Tranche A-1 Aggregate Commitments, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit or from time to time permanently reduce the Revolving FacilityTranche A Aggregate Commitments, the Tranche A-1 Aggregate Commitments, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (53) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower Borrowers shall not terminate or reduce (A) the Revolving Facility Tranche A Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Tranche A Total Revolving Outstandings would exceed the Revolving FacilityTranche A Aggregate Commitments, (B) the Tranche A-1 Aggregate Commitments, if after giving effect thereto and to any concurrent prepayments permitted under Section 2.05(a) hereunder (i) the Tranche A-1 Total Outstandings would exceed the Tranche A-1 Aggregate Commitments or (ii) Pro Forma Excess Availability and Projected Excess Availability (in each case determined based on a period of 180 consecutive calendar days taken as one accounting period rather than a Twelve Month Period) as of the date of such termination or reduction would be less than thirty percent (30%) of the Loan Cap, (C) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or Sublimit, and (CD) the Swingline Swing Line Sublimit if, after giving effect thereto thereto, and to any concurrent prepayments payments hereunder, the Outstanding Amount of Swingline Swing Line Loans hereunder would exceed the Letter of Credit Swing Line Sublimit. If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit exceeds the Revolving Facility at such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06. The amount of any such reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving Percentage of such Reduction Amount. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower Borrowers may, upon irrevocable notice from the Company Lead Borrower to the Administrative Agent, terminate the Revolving FacilityAggregate Commitments, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit or from time to time permanently reduce the Revolving FacilityAggregate Commitments, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 1,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof and thereof, (iii) the Borrower Borrowers shall not terminate or reduce (A) the Revolving Facility Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving FacilityAggregate Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or Sublimit, and (C) the Swingline Swing Line Sublimit if, after giving effect thereto thereto, and to any concurrent prepayments payments hereunder, the Outstanding Amount of Swingline Swing Line Loans hereunder would exceed the Letter Swing Line Sublimit, and (iv) notwithstanding anything to the contrary in the foregoing, a notice of Credit Sublimittermination of the Commitments delivered by the Lead Representative may state that such notice is conditioned upon the effectiveness of other credit facilities or other transaction, in which case such notice may be revoked by the Borrower Representative (by notice to the Agent on or prior to the specified effective date) if such condition is not satisfied. If (b) If, after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06the Aggregate Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Swing Line Sublimit exceeds the Revolving Facility at amount of the Aggregate Commitments, such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, Swing Line Sublimit shall be automatically reduced by the amount of such excess. (c) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Swing Line Sublimit or the Revolving Commitment Aggregate Commitments under this Section 2.06. The amount of any such reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Aggregate Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving Percentage of such Reduction Amountreduction amount. All fees (including, without limitation, commitment fees and Letter of Credit Fees) and interest in respect of the Revolving Facility Aggregate Commitments accrued until the effective date of any termination of the Revolving Facility Aggregate Commitments shall be paid on the effective date of such termination.. 2.07

Termination or Reduction of Commitments. (aI) The Borrower may, upon notice from the Company to the Administrative Agent, terminate the Revolving Credit Facility, the Letter of Credit Sublimit Sublimit, or the Swingline Swing Line Sublimit or from time to time permanently reduce the Revolving Credit Facility, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 1,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof thereof, (iii) any prepayment of a Revolving Credit Loan or a Swing Line Loan or termination, cancellation or cash collateralization of any L/C Obligations necessary to effectuate a reduction under this Section 2.06 shall be accompanied by payment of (A) accrued interest (or fees) on the amount prepaid to the date of prepayment and (iiiB) any additional amounts required pursuant to Section 3.05 and (iv) 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 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 Swingline Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Swing Line Loans would exceed the Letter of Credit Swing Line Sublimit. If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit exceeds the Revolving Facility at such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Revolving Credit Facility, the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06Swing Line Sublimit. The amount of any Any such reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Credit Commitment of each Revolving Appropriate Lender shall be reduced by such Lender’s according to its Applicable Revolving Percentage of such Reduction AmountCredit Percentage. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower Company may, upon notice from the Company to the Administrative Agent, terminate the Revolving Credit Facility, the Letter of Credit Sublimit or the Swingline Sublimit or from time to time permanently reduce the Revolving Credit Facility, the Letter of Credit Sublimit or the Swingline Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 10:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower Company shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, and (Biv) the Letter of Credit Sublimit if, after giving effect theretoto any reduction of the Revolving Credit Facility, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed Alternative Currency Sublimit, 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 Swingline Loans would exceed the Letter of Credit Sublimit. If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Swing Line Sublimit exceeds the amount of the Revolving Facility at Credit Facility, such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Revolving Credit Lenders of any such notice of termination or reduction of the Letter of Revolving Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06Facility. The amount of any such Revolving Credit Facility reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Company. Upon any Any reduction of the Revolving Commitments, Credit Facility shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by such Lender’s according to its Applicable Revolving Credit Percentage of such Reduction Amount(other than a reduction pursuant to Section 2.14(f)). All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Credit Facility shall be paid on the effective date of such termination.. (b) The aggregate Term Commitments shall be automatically and permanently reduced to zero on the date of the Term Borrowing on the Closing Date. 2.07

Termination or Reduction of Commitments. (a) The Borrower may, upon notice from the Company to the Administrative Agent, terminate the Revolving Credit Facility, the Letter of Credit Sublimit Sublimit, or the Swingline Swing Line Sublimit or from time to time permanently reduce the Revolving Credit Facility, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 1,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof thereof, (iii) any prepayment of a Revolving Credit Loan or a Swing Line Loan or termination, cancellation or cash collateralization of any L/C Obligations necessary to effectuate a reduction under this Section 2.06 shall be accompanied by payment of (A) accrued interest (or fees) on the amount prepaid to the date of prepayment and (iiiB) any additional amounts required pursuant to Section 3.05 and (iv) 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 aggregate Outstanding Amount of the Revolving Outstandings Credit Loans, Swing Line Loans and L/C Obligations 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 Swingline Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Swing Line Loans would exceed the Letter of Credit Swing Line Sublimit. If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit exceeds the Revolving Facility at such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Revolving Credit Facility, the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06Swing Line Sublimit. The amount of any Any such reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Credit Commitment of each Revolving Appropriate Lender shall be reduced by such Lender’s according to its Applicable Revolving Percentage of such Reduction AmountCredit Percentage. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice from the Company to the Administrative Agent, terminate the Revolving Credit Facility, the Letter of Credit Sublimit or the Swingline Sublimit Swing Line Sublimit, or from time to time permanently reduce the Revolving Credit Facility, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 25,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit Sublimit, or (C) the Swingline Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Swing Line Loans would exceed the Letter Swing Line Sublimit; provided further that any notice to reduce or terminate the Revolving Credit Facility may be contingent upon the consummation of Credit Sublimit. If after giving effect to any reduction the refinancing of this Agreement or termination of Revolving Commitments under this Section 2.06other transaction, and may be revoked if such refinancing or transaction is not consummated, and if so revoked, the Letter of Revolving Credit Sublimit, the Alternative Currency Sublimit Facility shall not be so reduced or the Swingline Sublimit exceeds the Revolving Facility at terminated as requested in such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excessnotice. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Revolving Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06Facility. The amount of any such Revolving Credit Facility reduction of the Revolving Commitments shall not be applied to the Alternative Currency Swing Line Sublimit or the Letter of Credit Sublimit unless otherwise specified by the CompanyBorrower. Upon any reduction of In addition, during the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving Percentage of such Reduction Amount. All fees Availability Period in respect of the Revolving Facility accrued until Term Facility, the effective 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; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction and (ii) any termination of the Revolving Facility such partial reduction shall be paid on the effective date in an aggregate amount of such termination$25,000,000 or any whole multiple of $1,000,000 in excess thereof.

Termination or Reduction of Commitments. (a) The Borrower Domestic Borrowers may, upon irrevocable notice from the Company Parent to the Administrative AgentAgent (except as set forth below), terminate the Revolving FacilityDomestic Total Commitments, the Domestic Letter of Credit Sublimit or the Swingline Domestic Swing Line Sublimit or from time to time permanently reduce in part the Revolving FacilityDomestic Total Commitments, the Domestic Letter of Credit Sublimit or the Swingline Domestic Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (53) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower Domestic Borrowers shall not terminate or reduce (A) the Revolving Facility Domestic Total Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Revolving Domestic Total Revolving Outstandings would exceed the Revolving FacilityDomestic Total Commitments, (B) the Domestic Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of Domestic L/C Obligations (other than Domestic L/C Borrowings) not fully Cash Collateralized hereunder would exceed the Domestic Letter of Credit Sublimit or Sublimit, and (C) the Swingline Domestic Swing Line Sublimit if, after giving effect thereto thereto, and to any concurrent prepayments payments hereunder, the Outstanding Amount of Swingline Swing Line Loans made to the Domestic Borrowers hereunder would exceed the Letter of Credit Domestic Swing Line Sublimit. If after giving effect Notwithstanding anything to the contrary contained herein, the Domestic Borrowers may rescind any notice of reduction or termination of the Revolving Domestic Commitments under provided pursuant to this Section 2.062.06(a), the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit exceeds the Revolving Facility at if such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any termination or reduction was to have been made with the proceeds of a refinancing of all part of the Letter Committed Loans hereunder or from the proceeds of Credit Sublimitan asset sale or a similar transaction, Swingline Sublimitwhich refinancing or, the Alternative Currency Sublimit asset sale or the Revolving Commitment under this Section 2.06. The amount of any such reduction of the Revolving Commitments similar transaction shall not be applied to the Alternative Currency Sublimit unless have been consummated or shall otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving Percentage of such Reduction Amount. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility shall be paid on the effective date of such terminationhave been delayed.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice from the Company to the Administrative AgentAgent (which shall include the date of the proposed termination or reduction), terminate the Revolving Facility, the Letter of Credit Sublimit or the Swingline Sublimit Sublimit, or from time to time permanently reduce the Revolving Facility, the Letter of Credit Sublimit or the Swingline Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five 2:00 p.m. three (53) Business Days prior to the date of termination or reduction, or upon such lesser number of days as determined by the Administrative Agent in its sole discretion, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Revolving Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings Outstanding Amount would exceed the Revolving Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit Sublimit, or (C) the Swingline Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Loans would exceed the Letter Swingline Sublimit; provided further that if such notice of Credit Sublimit. If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit exceeds the Revolving Facility at such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06. The amount of any indicates that such reduction or termination is being made in connection with a prepayment is to be funded with the proceeds of a refinancing or if such reduction or termination is to be made in connection with an acquisition or a transaction involving a Change in Control, such notice of reduction or termination may be revoked (subject to Section 3.05) if the Revolving Commitments shall financing, acquisition or Change in Control transaction is not be applied to consummated within the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by period indicated in such Lender’s Applicable Revolving Percentage of such Reduction Amount. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility shall be paid on the effective date of such terminationnotice.

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

Termination or Reduction of Commitments. (a) The Borrower Company may, upon notice from the Company to the Administrative Agent, terminate the Revolving Facility, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit or from time to time permanently reduce the Revolving Facility, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower Company shall not terminate or reduce the (A) the Revolving Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit Sublimit, or (C) the Swingline Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Swing Line Loans would exceed the Letter of Credit Sublimit. If Swing Line Sublimit (iv) if, after giving effect to any reduction or termination of the Revolving Commitments under this Section 2.06Facility, the Letter of Credit Sublimit, the Alternative Currency Sublimit Foreign Borrower Sublimit, or the Swingline Swing Line Sublimit exceeds the amount of the Revolving Facility at Facility, such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06either Facility. The amount of any such Any reduction of the Revolving Commitments a Facility shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s according to its Applicable Revolving Percentage in respect of such Reduction AmountFacility (without giving effect to any adjustments under Section 2.16). All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a23) The Borrower Company may, upon notice from the Company to the Administrative Agent, terminate the Global Revolving Credit Facility, the U.S. Revolving Credit Facility, the Letter of Credit Sublimit, the Global Swing Line Sublimit or the Swingline Sublimit U.S. Swing Line Sublimit, or from time to time permanently reduce the Global Revolving Credit Facility, the U.S. Revolving Credit Facility, the Letter of Credit Sublimit, the Global Swing Line Sublimit or the Swingline U.S. Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower Company shall not terminate or reduce (A) the U.S. Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total U.S. Revolving Credit Outstandings would exceed the U.S. Revolving Credit Facility, (B) the Global Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Global Revolving Credit Outstandings would exceed the Global Revolving Credit Facility, (C) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or Sublimit, (CD) the Swingline U.S. Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline U.S. Swing Line Loans would exceed the Letter U.S. Swing Line Sublimit or (E) the Global Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Credit Global Swing Line Loans would exceed the Global Swing Line Sublimit. If , and (iv) if, after giving effect to any reduction or termination of the applicable Revolving Commitments under this Section 2.06Facility, the Letter of Credit Sublimit, the Alternative Currency Designated Foreign Borrower Sublimit, the U.S. Swing Line Sublimit or the Swingline Global Swing Line Sublimit (in any case, as applicable) exceeds the amount of such Revolving Facility at Facility, such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess; and provided, further, that if such notice is given in connection with a refinancing of all Obligations (other than contingent indemnification obligations), such notice may be conditional on the effectiveness of the replacement credit agreement or other similar document and may be revoked by the Company if such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit applicable Revolving Facility or the Revolving Commitment sublimit under this Section 2.06clause (a). The amount of any such reduction of the U.S. Revolving Commitments Credit Facility shall not be applied to the Alternative Currency Letter of Credit Sublimit unless otherwise specified by the Company. Upon any Any reduction of the applicable Revolving Commitments, Facility shall be applied to the Revolving Commitment of each applicable Revolving Lender shall be reduced by such Lender’s according to its Applicable Revolving Percentage of such Reduction AmountPercentage. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the either Revolving Facility shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower Borrowers may, upon notice from the Company to the Administrative Agent, terminate the Revolving FacilityTotal WC Revolver Commitments, the Letter of Credit Sublimit or Total Revolver Commitments and/or the Swingline Sublimit Total Acquisition Commitments, as the case may be, or from time to time permanently reduce the Revolving FacilityTotal WC Revolver Commitments, the Letter of Credit Sublimit or Total Revolver Commitments and/or the Swingline SublimitTotal Acquisition Commitments, as the case may be; provided that (i) any such notice (which shall specify which Commitment is being reduced and/or terminated) shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction (1) of the Total WC Revolver Commitment shall be in an aggregate amount of $10,000,000 $ or any whole multiple of $1,000,000 $ in excess thereof thereof; (2) of the Total Revolver Commitment shall be in an aggregate amount of $ or any whole multiple of $ in excess thereof, and (3) the Total Acquisition Commitment shall be in an aggregate amount of $ or any whole multiple of $ in excess thereof; and (iii) the Borrower Borrowers shall not terminate or reduce (A) the Revolving Facility Total WC Revolver Commitments, the Total Revolver Commitments and/or the Total Acquisition Commitments, as the case may be, if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving WC Revolver Outstandings, Total Revolver Outstandings would exceed the Revolving 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 Swingline Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Loans would exceed the Letter of Credit Sublimit. If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit exceeds the Revolving Facility at such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline SublimitTotal Acquisition Outstandings, as the case may be, shall be automatically reduced by would exceed the amount of such excessTotal WC Revolver Commitment, the Total Revolver Commitment or the Total Acquisition Commitment, as applicable. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swingline SublimitTotal WC Revolver Commitments, the Alternative Currency Sublimit or Total Revolver Commitments and/or the Revolving Commitment under this Section 2.06Total Acquisition Commitments, as the case may be. The amount of any such Any reduction of the Revolving Total WC Revolver Commitments, the Total Revolver Commitments and/or the Total Acquisition Commitments, as the case may be, shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitmentsapplicable WC Revolver Commitment, the Revolving Acquisition Commitment and the Revolver Commitment of each Revolving Lender shall be reduced by such Lender’s according to its Applicable Revolving Percentage of such Reduction AmountPercentage. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility Total WC Revolver Commitments, the Total Revolver Commitments and/or the Total Acquisition Commitments, as the case may be, shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower may, upon not less than three (3) Business Days’ prior written notice from the Company to the Administrative Agent, terminate the Revolving FacilityLoan Commitments, the Letter of Credit Sublimit or the Swingline Sublimit or from time to time permanently reduce the Revolving Facility, the Letter of Credit Sublimit or the Swingline Sublimit; provided that (i) any such notice shall be received Commitments by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate minimum amount of $10,000,000 1,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Revolving Facility ifthereof; unless, after giving effect thereto and to any concurrent prepayments hereunder, of Revolving Loans made on the Total Revolving Outstandings would exceed the Revolving Facilityeffective date thereof, (Bi) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter amount of Credit Sublimit or the Revolving Loan Commitments then in effect, (Cii) the Swingline Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Effective Amount of Swingline all Swing Line Loans then outstanding would exceed the Letter Swing Line Loan Maximum Amount or (iii) the Effective Amount of Credit Sublimitall L/C Obligations would exceed the L/C Commitment. If and to the extent specified by the Borrower in the notice to the Agent, some or all of the reduction in the Revolving Loan Commitments shall be applied to reduce the L/C Commitment and/or the Swing Line Loan Maximum Amount. If after giving effect to any reduction or termination of Revolving Loan Commitments under this Section 2.062.05, the Letter of Credit Sublimit, the Alternative Currency Sublimit L/C Commitment or the Swingline Sublimit exceeds Swing Line Loan Maximum Amount would exceed the amount of the Revolving Facility Loan Commitments at such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit L/C Commitment or the Swingline SublimitSwing Line Loan Maximum Amount, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swingline SublimitOnce reduced in accordance with this Section, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06Loan Commitments may not be increased. The amount of any such Any reduction of the Revolving Loan Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving Percentage of such Reduction Amountaccording to its Pro Rata Share. All fees in respect accrued Commitment Fees and Letter of the Revolving Facility accrued until Credit Fees to, but not including, the effective date of any reduction or termination of the Revolving Facility Loan Commitments shall be paid on the effective date of such reduction or termination.

Termination or Reduction of Commitments. (a) The Borrower Company may, upon notice from given by the Company Borrowing Agent to the Administrative Agent, terminate the Revolving FacilityAggregate Commitments, the Letter of Credit Alternative Currency Loan Sublimit, the Alternative Currency L/C Sublimit or the Swingline Sublimit Swing Line Sublimit, or from time to time permanently reduce the Revolving FacilityAggregate Commitments, the Letter of Credit Alternative Currency Loan Sublimit, the Alternative Currency L/C Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) two Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 1,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower Borrowing Agent shall not terminate or reduce (A) the Revolving Facility Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving FacilityXxxxxxxxx Xxxxxxxxxxx, (BX) 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 Swingline Alternative Currency Loan Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Loans denominated in Alternative Currencies would exceed the Alternative Currency Loan Sublimit, (C) the Alternative Currency L/C Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations with respect to Letters of Credit denominated in Alternative Currencies not fully Cash Collateralized hereunder would exceed the Alternative Currency L/C Sublimit, or (D) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Letter of Credit Sublimit. If Swing Line Sublimit and (iv) if, after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06the Aggregate Commitments, the Letter of Credit Alternative Currency Loan Sublimit, the Alternative Currency L/C Sublimit or the Swingline Swing Line Sublimit exceeds the Revolving Facility at amount of the Aggregate Commitments, such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit SublimitAggregate Commitments, Swingline the Alternative Currency Loan Sublimit, the Alternative Currency L/C Sublimit or the Revolving Commitment under this Section 2.06Swing Line Sublimit. The amount of any such Aggregate Commitment reduction of the Revolving Commitments shall not be applied to the Alternative Currency Loan Sublimit, the Alternative Currency L/C Sublimit or the Swing Line Sublimit unless otherwise specified by the CompanyBorrowing Agent. Upon any Any reduction of the Revolving Commitments, Aggregate Commitments shall be applied to the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s according to its Applicable Revolving Percentage of such Reduction AmountPercentage. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower Company may, upon notice from the Company to the Administrative Agent, terminate the Aggregate Revolving Facility, the Letter of Credit Sublimit (US) Commitments or the Swingline Sublimit Aggregate Revolving Credit (UK) Commitments, or from time to time permanently irrevocably reduce the Aggregate Revolving Facility, the Letter of Credit Sublimit (US) Commitments or the Swingline SublimitAggregate Revolving Credit (UK) Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) 3:00 p.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction in the Aggregate Revolving Credit (US) Commitments or the Aggregate Revolving Credit (UK) Commitments shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof thereof, and (iii) the Borrower Company shall not (A) terminate or reduce the Aggregate Revolving Credit (AUS) Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, either the Total Outstanding Revolving Facility Credit (US) Amount would exceed the Aggregate Revolving Credit (US) Commitments or the aggregate outstanding principal amount of all Swingline Loans would exceed the Swingline Sublimit or (B) terminate or reduce the Aggregate Revolving Credit (UK) Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstanding Revolving Outstandings Credit (UK) Amount would exceed the Aggregate Revolving Facility, Credit (BUK) 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 Swingline Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Loans would exceed the Letter of Credit Sublimit. If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit exceeds the Revolving Facility at such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excessCommitments. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Aggregate Revolving Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit (US) Commitments or the Aggregate Revolving Commitment under this Section 2.06Credit (UK) Commitments. The amount Any such notice terminating the Commitments in whole in connection with a refinancing of any all Obligations hereunder may state that it is conditioned on the effectiveness of other credit facilities, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or before the specified effective date) if such condition is not satisfied, in which case such termination of the Commitments shall not occur. Any reduction of the Aggregate Revolving Credit (US) Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the CompanyRevolving Credit (US) Commitment of each Lender according to its Revolving Credit (US) Commitment Percentage. Upon any Any reduction of the Aggregate Revolving Commitments, Credit (UK) Commitments shall be applied to the Revolving Credit (UK) Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving according to its Commitment Percentage of such Reduction Amount. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility shall be paid on the effective date of such termination.Credit (UK)

Termination or Reduction of Commitments. (a) The Borrower Borrowers may, upon notice from the Company to the Administrative Agent, terminate the Revolving FacilityAggregate Commitments, the Financial Letter of Credit Sublimit or the Swingline Sublimit Swing Line Sublimit, or from time to time permanently reduce the Revolving FacilityAggregate Commitments, the Financial Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (53) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof or, if less, the entire amount thereof, and (iii) the Borrower Borrowers shall not terminate or reduce (A) the Revolving Facility Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving FacilityAggregate Commitments, (B) 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 Sublimit, or (C) the Swingline Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Swing Line Loans would exceed the Letter of Credit Swing Line Sublimit. If after giving effect to any reduction or termination of Revolving Aggregate Commitments under this Section 2.06, the Financial Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Swing Line Sublimit exceeds the Revolving Facility Aggregate Commitments at such time, the Financial Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Swing Line Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Financial Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Swing Line Sublimit or the Revolving Commitment under this Section 2.06Aggregate Commitments. The amount of any such Any reduction of the Revolving Aggregate Commitments shall not be 68208499_7 applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s according to its Applicable Revolving Percentage of such Reduction AmountPercentage. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower Newpark may, upon notice from the Company to the Administrative Agent, terminate the Revolving FacilityAggregate Commitments, the Letter of Credit Sublimit or the Swingline Sublimit Total Swing Line Sublimit, or from time to time permanently reduce the Revolving FacilityAggregate Commitments, the Letter of Credit Sublimit or the Swingline Total Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 10:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower Newpark shall not terminate or reduce (A) the Revolving Facility Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving FacilityBorrowing Base, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit Sublimit, or (C) the Swingline Total Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Swing Line Loans would exceed the Letter of Credit Sublimit. If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06, the Letter of Credit Sublimit, the Alternative Currency Total Swing Line Sublimit or the Swingline Sublimit exceeds the Revolving Facility at Outstanding Amount of Swing Line Loans owing to any Swing Line Lender would exceed such time, the Letter of Credit Swing Line Lender’s Swing Line Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Swing Line Sublimit or the Revolving Commitment Aggregate Commitments under this Section 2.06. The amount of any such reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Aggregate Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving Percentage of such Reduction Amountreduction amount. Upon any reduction of the Total Swing Line Sublimit, each Swing Line Lender’s Swing Line Sublimit shall be an amount equal to such reduction amount. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility Aggregate Commitments shall be paid on the effective date of such termination. Each notice delivered by Newpark on behalf of the Borrowers pursuant to this Section 2.06 will be irrevocable, except that a notice of termination of the Commitments delivered by Newpark may state that such notice is conditioned upon the effectiveness of other credit facilities or an acquisition or disposition transaction, in which case such notice may be revoked by Newpark (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Termination or Reduction of Commitments. (a) The Domestic Borrower may, upon irrevocable notice from the Company Parent to the Administrative AgentAgent (except as set forth below), terminate the Revolving FacilityDomestic Total Commitments, the Domestic Letter of Credit Sublimit or the Swingline Domestic Swing Line Sublimit or from time to time permanently reduce in part the Revolving FacilityDomestic Total Commitments, the Domestic Letter of Credit Sublimit or the Swingline Domestic Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five 1:00 p.m. three (53) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 1,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof and (iii) the Domestic Borrower shall not terminate or reduce (A) the Revolving Facility Domestic Total Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Domestic Total Revolving Outstandings would exceed the Revolving FacilityDomestic Total Commitments, (B) the Domestic Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of Domestic L/C Obligations (other than Domestic L/C Borrowings) not fully Cash Collateralized hereunder would exceed the Domestic Letter of Credit Sublimit or Sublimit, and (C) the Swingline Domestic Swing Line Sublimit if, after giving effect thereto thereto, and to any concurrent prepayments payments hereunder, the Outstanding Amount of Swingline Swing Line Loans made to the Domestic Borrower hereunder would exceed the Letter of Credit Domestic Swing Line Sublimit. If after giving effect Notwithstanding anything to the contrary contained herein, the Domestic Borrower may rescind any notice of reduction or termination of Revolving the Domestic Commitments under provided pursuant to this Section 2.062.06(a), the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit exceeds the Revolving Facility at if such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any termination or reduction was to have been made with the proceeds of an Amendment or Refinancing of all part of the Letter Committed Loans hereunder or from the proceeds of Credit Sublimitan asset sale or an Equity Issuance, Swingline Sublimitwhich Amendment or Refinancing, the Alternative Currency Sublimit asset sale or the Revolving Commitment under this Section 2.06. The amount of any such reduction of the Revolving Commitments Equity Issuance shall not be applied to the Alternative Currency Sublimit unless have been consummated or shall otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving Percentage of such Reduction Amount. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility shall be paid on the effective date of such terminationhave been delayed.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice from the Company to the Administrative AgentAgent and without penalty, terminate the Revolving Credit Facility, the Letter of Credit Sublimit or the Swingline Sublimit Swing Line Sublimit, or from time to time permanently reduce the Revolving Credit Facility, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower shall not terminate or reduce (A) the 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 Swingline Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Swing Line Loans would exceed the Letter Swing Line of Credit Sublimit. If , and (iv) if, after giving effect to any reduction or termination of the Revolving Commitments under this Section 2.06Credit Facility, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Swing Line Sublimit exceeds the amount of the Revolving Facility at Credit Facility, such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, sublimit shall be automatically reduced by the amount of such excess; provided, further, that a notice of termination of the Revolving Credit Commitments, including the Letter of Credit Sublimit or the Swing Line Sublimit, delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, 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 Revolving Credit Lenders of any such notice of termination or reduction of the Letter of Revolving Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06Facility. The amount of any such Any reduction of the Revolving Commitments Credit Facility shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by such Lender’s according to its Applicable Revolving Percentage of such Reduction AmountCredit Percentage. All fees in respect of the Revolving Facility CHL:83643.8 accrued until the effective date of any termination of the Revolving Credit Facility shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice from the Company to the Administrative Agent, terminate the Tranche A Term Commitments, the Revolving Credit Facility, the Letter of Credit Sublimit or the Swingline Sublimit Swing Line Sublimit, or from time to time permanently reduce the Tranche A Term Commitments, the Revolving Credit Facility, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) 2:00 p.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit Sublimit, or (C) the Swingline Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Swing Line Loans would exceed the Letter of Credit Sublimit. If after giving effect to , and (iv) the Borrower may rescind any reduction or termination of Revolving Commitments such notice under this Section 2.062.06(a) with respect to Tranche A Term Commitments or Revolving Credit Commitments if such termination or reduction would have resulted from a refinancing or other replacement of all of the Tranche A Term Facility or the Revolving Credit Facility or other transaction, which refinancing, replacement or transaction shall not be consummated or shall otherwise be delayed. In addition, unless previously terminated in accordance with other terms hereof, the Letter Tranche A Term Commitments shall automatically terminate on the earliest to occur of Credit Sublimit(i) 12:01 am, the Alternative Currency Sublimit or the Swingline Sublimit exceeds the Revolving Facility at such New York City time, on the Letter day immediately following the last day of Credit Sublimit, the Alternative Currency Sublimit or Certain Funds Period and (ii) the Swingline Sublimit, as consummation of the case may be, shall be automatically reduced by 2015 Acquisition without the amount use of such excessthe Tranche A Term Loans. (b) Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders of any termination or reduction of unused portions of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment Swing Line Sublimit or the unused Commitments of any Class under this Section 2.06. The amount of any such reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitmentsunused Commitments of any Class, the Revolving Commitment of each Revolving Lender of such Class shall be reduced by such Lender’s Applicable Revolving Percentage Pro Rata Share of the amount by which such Reduction AmountCommitments are reduced (other than the termination of the Commitment of any Lender as provided in Section 10.13). All commitment fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility Aggregate Commitments shall be paid on the effective date of such termination.. Section 2.07