Common use of Optional Clause in Contracts

Optional. The Borrowers may, upon notice by the Company to the Administrative Agent and without penalty or premium, terminate the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

Optional. The Borrowers Lead Borrower may, upon notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit Facility, the Tranche 1 Revolving Credit Commitments, the Tranche 2 Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Loan Sublimit, or from time to time permanently reduce the Aggregate Revolving Credit Facility, the Tranche 1 Revolving Credit Commitments, the Tranche 2 Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Loan Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Borrowers Lead Borrower shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Facility, (B) the Tranche 1 Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Tranche 1 Revolving Credit Exposure of all Tranche 1 Revolving Credit Lenders would exceed the Tranche 1 Revolving Credit Commitments, (BC) the Tranche 2 Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Tranche 2 Revolving Credit Exposure of all Tranche 2 Revolving Credit Lenders would exceed the Tranche 2 Revolving Credit Commitments, (D) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, Sublimit or the L/C Obligations held by Citibank not fully Cash Collateralized hereunder would exceed the Citibank L/C Sublimit or (CE) the Swing Line Loan Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Loan Sublimit. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

Optional. The Borrowers may, Borrower Representative shall have the right to terminate or reduce the aggregate unused amount of either Tranche of Commitments at any time and from time to time without penalty or premium upon not less than three (3) Business Days prior written notice by the Company to the Administrative Agent and without penalty or premium, terminate the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any each such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) which notice shall specify the effective date thereof, which Tranche of Commitments is being terminated or reduced and the amount of any such reduction (or, in the case of any termination in full of any Tranche of Commitments, such later notice as is reasonably acceptable to the Administrative Agent) (which in the case of any partial reduction of either Tranche of Commitments shall not be in an aggregate amount of less than $5,000,000 or any whole multiple and integral multiples of $1,000,000 in excess thereofof that amount in the aggregate) and shall be irrevocable once given and effective only upon receipt by the Administrative Agent of any notice satisfying such requirements (a “Commitment Reduction Notice”); provided, (iii) that any Commitment Reduction Notice may be conditioned upon the consummation of any financing or acquisition or similar transaction and, to the extent such condition is not satisfied by the effective date specified therein, such Commitment Reduction Notice may be revoked or the effective date specified therein may be delayed. Promptly after receipt of a Commitment Reduction Notice the Administrative Agent shall notify each Lender of the proposed termination or Commitment reduction. Without limitation of the provisions of Section 2.17., any Commitments, once reduced or terminated pursuant to this Section, may not be increased or reinstated. The Borrowers shall not terminate pay all fees on the Commitments subject to such termination or reduce (A) reduction accrued to the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, (B) the Letter date of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) if, after giving effect to any such reduction or termination of such Commitments to the Aggregate Revolving Credit Commitments, Administrative Agent for the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount account of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line SublimitLenders. Any reduction of the Aggregate Revolving Credit a Tranche of Commitments shall be applied to the Revolving Credit Commitment applicable Tranche of Commitments of each Revolving Credit Lender according to its Applicable Revolving Credit Commitment Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

Optional. The Borrowers Borrower may, upon notice by the Company to the Administrative Agent and without penalty or premium(which notice may, at the Borrower’s election, be conditioned upon the consummation of a refinancing, provided the Borrower shall compensate each Lender for any additional amounts required pursuant to Section 3.05 suffered as a result of any notice that is conditioned upon the consummation of a refinancing), (x) terminate the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving Credit Commitments or (y) prior to the Original Maturity Date, terminate the Original Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrower shall not (x) terminate or reduce (A) the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, Commitments or (Cy) terminate the Swing Line Sublimit Original Commitments if, after giving effect thereto and to any concurrent prepayments hereunderhereunder (including pursuant to Section 2.06(c)), there would be any Total Outstandings in respect of the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit Original Commitments and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit Commitments or the Swing Line SublimitOriginal Commitments. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Original Commitment and Extended Commitment of each Revolving Credit Lender Lender, ratably, according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

Optional. The Borrowers Borrower may, upon notice by the Company to the Administrative Agent and without penalty or premiumPaying Agent, terminate the Aggregate Revolving Credit Commitments, unused portions of the Letter of Credit Sublimit, the Committed Currency Sublimit, the Committed L/C Currency Sublimit or the Swing Line Sublimitunused Commitments, or from time to time permanently reduce the Aggregate Revolving Credit Commitments, unused portions of the Letter of Credit Sublimit, the Committed Currency Sublimit, the Committed L/C Currency Sublimit or the Swing Line Sublimitunused Commitments; provided that (i) any such notice shall be received by the Administrative Paying Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Revolving unused portions of the Letter of Credit Sublimit, the Committed Currency Sublimit, the Committed L/C Currency Sublimit or the unused Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit, the Swing Line Sublimit, the Committed Currency Sublimit or the Swing Line Committed L/C Currency Sublimit exceeds the amount of the Aggregate Revolving Credit CommitmentsFacility, such Letter of Credit Sublimit, Swing Line Sublimit, Committed Currency Sublimit or Committed L/C Currency Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

Optional. The Borrowers Borrower may, upon notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit or the Swing Line Sublimit, in each case, in whole or in part, without premium or penalty and subject to any payments required under Section 3.05; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit CommitmentsFacility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds Sublimit. Notwithstanding anything to the amount contrary contained herein, any notice of termination may state that it is conditioned upon the Aggregate Revolving Credit Commitmentsoccurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such Sublimit shall notice may be automatically reduced revoked by the amount of Borrower (by written notice on or prior to the specified effective date) if such excesscondition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Letter of Credit Sublimit, Swing Line Sublimit or the Revolving Credit Facility under this Section 2.06. Upon any reduction of the Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its shall be reduced by such Lender’s Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date Percentage of such terminationreduction amount.

Optional. The Borrowers Borrower may, upon written notice by the Company Borrower to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit Commitmentsunused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit Sublimit, or the Swing Line Sublimitunused Revolving Credit Commitments under any Revolving Tranche, or from time to time permanently reduce the Aggregate Revolving Credit Commitmentsunused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit Sublimit, or the Swing Line Sublimitunused Revolving Credit Commitments under any Revolving Tranche; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1,000,000 (or the equivalent Dollar Amount) or any whole multiple of $1,000,000 100,000 (or the equivalent Dollar Amount) in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments under any Tranche of the Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Commitments, Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche or (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any Any such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the Aggregate Revolving Credit Commitmentsoccurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Letter Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. For the avoidance of Credit Sublimit or doubt, upon the Swing Line Sublimit. Any reduction occurrence of the Aggregate Revolving Credit Commitments Termination Date, this Agreement shall be applied to automatically terminate and the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments Administrative Agent shall be paid on the effective date of such terminationcomply with Section 9.01(c) and Section 9.11.

Optional. The Borrowers Company may, upon notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Designated Non-U.S. Borrower Sublimit, the Letter of Credit Sublimit (or any L/C Issuer’s commitment thereunder) or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Designated Non-U.S. Borrower Sublimit, the Letter of Credit Sublimit (or any L/C Issuer’s commitment thereunder) or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction in the Aggregate Revolving Credit Commitments shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Borrowers Company shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, (B) the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Loans in Alternative Currencies would exceed the Alternative Currency Sublimit, (C) the Designated Non-U.S. Borrower Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Loans to Designated Borrowers that are not U.S. Borrowers would exceed the Designated Non-U.S. Borrower Sublimit, (D) the Letter of Credit Sublimit (or any L/C Issuer’s commitment thereunder) if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, Sublimit (or the Outstanding Amount of L/C Obligations not fully Cash Collateralized of any L/C Issuer would exceed such L/C Issuer’s commitment under the Letter of Credit Sublimit).or (CE) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

Optional. The Borrowers Company may, upon notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit, the Swingline Sublimit or the Swing Line Alternative Currency Sublimit, or from time to time permanently reduce the Aggregate Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit, the Swingline Sublimit or the Swing Line Alternative Currency Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof, thereof and (iii) the Borrowers Company shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Swingline Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Swingline Loans would exceed the Swingline Sublimit, or (D) the Alternative Currency Sublimit and (iv) if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings denominated in Alternative Currencies would exceed the Alternative Currency Sublimit; and provided, further, that any notice of permanent reduction or termination may state that such notice is conditional upon the effectiveness of any facility or instrument refinancing all or a portion of the Aggregate outstanding Revolving Credit CommitmentsCommitments or upon the consummation of any other debt or equity transaction or event that will generate financing in connection therewith, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, in which case such Sublimit shall notice may be automatically reduced revoked by the amount of such excess. The Company (by notice to the Administrative Agent will promptly notify the Lenders of any such notice of termination on or reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments shall be applied prior to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of specified date) if such terminationcondition is not satisfied.

Optional. The Borrowers Borrower may, upon notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit Commitment or the Swing Line SublimitAggregate Term Loan Commitment, or from time to time permanently reduce the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit Commitment or the Swing Line SublimitAggregate Term Loan Commitment; provided that (ia) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (iib) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iiic) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments Commitment if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit CommitmentsCommitment, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (ivd) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit CommitmentsCommitment, the Letter of Credit Alternative Currency Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit CommitmentsCommitment, such Sublimit shall be automatically reduced by the amount of such excess, and (e) the Borrower shall have no right to terminate or reduce any Lender’s Term Loan Commitment prior to the Revolving Credit Facility Termination Date and (f) the Borrower shall have no right to terminate or reduce the Tranche A-5 Term Loan Commitment without the written consent of the Tranche A-5 Term Loan Lender. The Administrative Agent will promptly notify Except as provided in the Lenders preceding sentence, the amount of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments, Commitment reduction shall not be applied to the Letter of Credit Alternative Currency Sublimit or the Swing Line Sublimit. Any reduction of Sublimit unless otherwise specified by the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such terminationBorrower.

Optional. The Borrowers Borrower may, upon notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit or the Swing Line Sublimit, in each case, in whole or in part, without premium or penalty and subject to any payments required under Section 3.05; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit CommitmentsFacility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds Sublimit. Notwithstanding anything to the amount contrary contained herein, any notice of termination may state that it is conditioned upon the Aggregate Revolving Credit Commitmentsoccurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such Sublimit shall notice may be automatically reduced revoked by the amount of Borrower (by written notice on or prior to the specified effective date) if such excesscondition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Letter of Credit Sublimit, Swing Line Sublimit or the Revolving Credit Facility under this Section 2.06. Upon any reduction of the Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its shall be reduced by such Lender’s Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date Percentage of such terminationreduction amount.

Optional. The Borrowers Borrower may, upon notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit or the Swing Line Sublimit, Sublimit or from time to time permanently reduce the Aggregate Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit or the Swing Line SublimitSublimit 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 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 $5,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit CommitmentsFacility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such Sublimit; provided further that a notice of termination or reduction delivered by Borrower hereunder may state that such notice is conditioned upon the effectiveness of other credit facilities or the Aggregate Revolving Credit Commitmentsclosing of another transaction, the Letter proceeds of Credit Sublimit which will be used to prepay any outstanding Loans, in which case such termination or reduction may be conditional upon the effectiveness of such other credit facilities or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date closing of such terminationother transaction.

Optional. The Borrowers Borrower may, upon notice by the Company to the Administrative Agent and without penalty or premium(which notice may, at the Borrower’s election, be conditioned upon the effectiveness of other transactions, provided the Borrower shall compensate each Lender for any additional amounts required pursuant to Section 3.05 suffered as a result of the revocation of any conditional notice), terminate the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice (which may be in electronic form) shall be received by the Administrative Agent not later than 11:00 a.m. five three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit Commitments and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments or such sublimit. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender Lender, ratably, according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.. (b)

Optional. The Borrowers may, upon notice provided by the Company Lead Borrower to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. (or such later time on such date acceptable to the Administrative Agent) five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 500,000 or any whole multiple of $1,000,000 100,000 in excess thereof, thereof and (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit CommitmentsFacility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) if, after giving effect to Letter of Credit Sublimit; provided that any notice of reduction or termination may be conditioned on the occurrence of the Aggregate Revolving Credit Commitmentsa specified event, the Letter proceeds of Credit Sublimit which are intended to be utilized to refinance the commitments so reduced or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitmentsterminated, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of and any such notice of termination or reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit that is so conditioned may be revoked (or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments shall be applied or termination date delayed) to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of extent such terminationcondition is not satisfied.

Optional. The Borrowers Borrower may, upon notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Term A Facility, the Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit or the Swing Line Sublimit, Sublimit or from time to time permanently reduce the Aggregate Term A Facility, the Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 4,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit CommitmentsFacility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, Sublimit or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) if, after giving effect to any Swing Line Sublimit. A notice of termination or reduction or termination of the Aggregate Term A Facility, the Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds delivered by the amount Borrower may state that such notice is conditioned upon the effectiveness of any facility or instrument refinancing all or a portion of the Aggregate Revolving Credit outstanding Term A Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination Term A Loans or reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments shall or upon the consummation of an acquisition transaction, in which case such notice may be applied revoked by the Borrower (by notice to the Revolving Credit Commitment of each Revolving Credit Lender according Administrative Agent on or prior to its Applicable Revolving Credit Percentage. All fees accrued until the specified effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of date) if such terminationcondition is not satisfied.

Optional. The Borrowers Company may, upon notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit CommitmentsFacility, the Financial Letter of Credit Sublimit or the Swing Line Sublimit, Sublimit or from time to time permanently reduce the Aggregate Revolving Credit CommitmentsFacility, the Financial Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Company shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit CommitmentsFacility, (B) the Financial Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations with respect to Financial Letters of Credit not fully Cash Collateralized hereunder would exceed the Financial Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit Swing Line Sublimit, and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Financial Letter of Credit Sublimit, the Designated Borrower Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction provided in this Section. The amount of any such reduction shall not be applied to the Aggregate Revolving Credit CommitmentsAlternative Currency Sublimit, the Financial Letter of Credit Sublimit or the Swing Line SublimitDesignated Borrower Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Credit any Commitments hereunder shall be applied to the Revolving Credit applicable Commitment of each Revolving Credit applicable Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit any applicable Facility or Commitments shall be paid on the effective date of such termination. To the extent practicable, each partial reduction in the Financial Letter of Credit Sublimit shall be allocated ratably among the L/C Issuers in accordance with their respective Letter of Credit Commitments with respect to Financial Letters of Credit (or as otherwise agreed among the Company and the L/C Issuers). Notwithstanding the foregoing, if any such notice of complete termination indicates that such termination is to be funded with the proceeds of a New Financing, such notice of complete termination may be revoked or delayed if such New Financing is not consummated on the date specified in such notice.

Optional. The Borrowers Borrower may, upon notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit Subfacility or the Swing Line Sublimit, Subfacility or from time to time permanently reduce the Aggregate Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit Subfacility or the Swing Line SublimitSubfacility; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Revolving Credit Facility shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit CommitmentsFacility, (B) the Letter of Credit Sublimit Subfacility if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, Subfacility or (C) the Swing Line Sublimit Subfacility if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excessSubfacility. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit Subfacility or the Swing Line SublimitSubfacility. Any reduction of the Aggregate Revolving Credit Commitments Facility shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage, and upon any resulting reduction of the Letter of Credit Subfacility, the Letter of Credit Sublimit of each L/C Issuer shall be reduced on a pro rata basis. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments Facility shall be paid on the effective date of such termination. Following any such termination or reduction, the Administrative Agent may in its discretion replace the existing Schedule 2.01 with an amended and restated schedule that reflects all such terminations and reductions.

Optional. The Borrowers may, upon notice by the Company Toro to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit CommitmentsFacility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excessSublimit. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments, Facility. The amount of any such Revolving Credit Facility reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimitunless otherwise specified by Toro. Any reduction of the Aggregate Revolving Credit Commitments Facility shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments Facility shall be paid on the effective date of such termination.

Optional. The Borrowers Company may, upon notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Company shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and Facility; (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit CommitmentsFacility, the Swing Line Sublimit, the Letter of Credit Sublimit, the Bid Loan Sublimit or the Swing Line Bid Loan Requested Currency Sublimit exceeds the amount of the Aggregate Revolving Credit CommitmentsFacility, such the Swing Line Sublimit, the Letter of Credit Sublimit, the Bid Loan Sublimit or the Bid Loan Requested Currency Sublimit, as the case may be, shall be automatically reduced by the amount of such excess; and (v) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Letter of Credit Sublimit, Swing Line Sublimit or the Revolving Credit Commitment under this Section 2.07. Upon any reduction of the Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its shall be reduced by such Lender’s Applicable Revolving Credit PercentagePercentage of such reduction amount. All fees in respect of the Revolving Credit Facility accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments Facility shall be paid on the effective date of such termination.

Optional. The Borrowers Borrower may, upon notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) a notice of termination of the Borrowers Commitments delivered by the Borrower may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such condition is not satisfied and (iv) the Borrower shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit CommitmentsFacility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction In addition, during the Availability Period in respect of the Aggregate Revolving Credit Commitments shall be applied Term Facility, the Borrower may, upon notice to the Revolving Credit Commitment of each Revolving Credit Lender according Administrative Agent as set forth above, from time to its Applicable Revolving Credit Percentage. All fees accrued until time terminate (in whole or in part) the effective date of any termination unused portion of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such terminationaggregate Term Commitments.

Optional. The Borrowers Borrower may, upon written notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit Commitments, the Letter unused Commitments of Credit Sublimit or the Swing Line Sublimitany Class, or from time to time permanently reduce the Aggregate Revolving Credit Commitments, the Letter unused Commitments of Credit Sublimit any Class without premium or the Swing Line Sublimitpenalty; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce reduce, (A) the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, Commitments or (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of all L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit; provided, or (C) further, that, upon any such partial reduction of the Swing Line Sublimit ifLetter of Credit Sublimit, after giving effect thereto and to any concurrent prepayments hereunderunless the Borrower, the Outstanding Amount Administrative Agent and the relevant L/C Issuer otherwise agree, the commitment of Swing Line Loans would exceed each L/C Issuer to issue Letters of Credit will be reduced proportionately by the Swingline amount of such reduction. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit and (iv) ifunless, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit CommitmentsFacility, in which case such Sublimit sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify Notwithstanding the Lenders of foregoing, the Borrower may rescind or postpone any such notice of termination or reduction of the Aggregate Revolving Credit CommitmentsCommitments if such termination would have resulted from a refinancing, the Letter of Credit Sublimit which refinancing shall not be consummated or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments otherwise shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such terminationdelayed.

Optional. The Borrowers Borrower may, upon notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit or the Swing Line Swingline Sublimit, or from time to time permanently reduce the Aggregate Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit or the Swing Line Swingline Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Swingline Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Swingline Loans would exceed the Swingline Sublimit Sublimit; and (iv) ifprovided, after giving effect to further, that any notice of permanent reduction or termination may state that such notice is conditional upon the effectiveness of any facility or instrument refinancing all or a portion of the Aggregate outstanding Revolving Credit CommitmentsCommitments or upon the consummation of any other debt or equity transaction or event that will generate financing in connection therewith, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, in which case such Sublimit shall notice may 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 such notice of termination on or reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments shall be applied prior to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of specified date) if such terminationcondition is not satisfied.

Optional. The Borrowers Borrower may, upon notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit Subfacility or the Swing Line SublimitSubfacility, or from time to time permanently reduce the Aggregate Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit Subfacility or the Swing Line SublimitSubfacility; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce (Ax) the Aggregate Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit CommitmentsFacility, (By) the Letter of Credit Sublimit Subfacility if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit SublimitSubfacility, or (Cz) the Swing Line Sublimit Subfacility if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excessSubfacility. The Administrative Agent will promptly notify the Revolving Credit Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit Subfacility or the Swing Line SublimitSubfacility. Any reduction of the Aggregate Revolving Credit Commitments Facility shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage, and upon any resulting reduction of the Letter of Credit Subfacility, the Letter of Credit Sublimit of each L/C Issuer shall be reduced on a pro rata basis. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments Facility shall be paid on the effective date of such termination. Following any such termination or reduction, the Administrative Agent may in its discretion replace the existing Schedule 2.01 with an amended and restated schedule that reflects all such terminations and reductions.

Optional. The Borrowers may, upon written notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit Commitments, the Letter unused Commitments of Credit Sublimit or the Swing Line Sublimitany Class, or from time to time permanently reduce the Aggregate Revolving Credit Commitments, the Letter unused Commitments of Credit Sublimit or the Swing Line Sublimitany Class; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 2,500,000 or any whole multiple of $1,000,000 500,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments of any Class if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Revolver Outstandings of such Class would exceed the Aggregate aggregate Revolving Credit CommitmentsCommitments of such Class, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit CommitmentsFacility, such Sublimit sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of excess and (v) in no event shall any such notice of termination or reduction of the Aggregate total Non-Extended Revolving Credit Commitments be on less than a pro rata basis (but may be on a greater than pro rata basis) with any termination or reduction of the total Extended Revolving Credit Commitments, . The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line SublimitSublimit unless otherwise specified by the Borrowers. Any reduction Notwithstanding the foregoing, the Borrowers may rescind or postpone any notice of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments if such termination would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or otherwise shall be paid on the effective date of such terminationdelayed.

Optional. The Borrowers Revolving Loan Borrower (or either Borrower, in the case of the Synthetic Letter of Credit Commitment Amount) may, upon from time to time on any Business Day occurring after the Closing Date, voluntarily reduce the amount of the Revolving Loan Commitment Amount, the Swing Line Loan Commitment Amount, the Revolving Letter of Credit Commitment Amount or the Synthetic Letter of Credit Commitment Amount on the Business Day so specified by such Borrower; provided that, all such reductions shall require at least one Business Day's prior notice by the Company to the Administrative Agent and without penalty or premiumbe permanent, terminate the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) and any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction of any Commitment Amount shall be in an aggregate a minimum amount of $5,000,000 or any whole and in an integral multiple of $1,000,000 in excess thereof, 1,000,000. Any optional or mandatory reduction of the Revolving Loan Commitment Amount pursuant to the terms of this Agreement which reduces the Revolving Loan Commitment Amount below the sum of (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit 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 (Ci) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Loan Commitment Amount of Swing Line Loans would exceed the Swingline Sublimit and (ivii) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or Commitment Amount shall result in an automatic and corresponding reduction of the Swing Line Sublimit exceeds the amount of the Aggregate Loan Commitment Amount and/or Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or Commitment Amount (as directed by the Revolving Loan Borrower in a notice to the Administrative Agent delivered together with the notice of such voluntary reduction in the Revolving Loan Commitment Amount) to an aggregate amount not in excess of the Revolving Loan Commitment Amount, as so reduced, without any further action on the part of the Swing Line SublimitLender or any Issuer. Any reduction In no event shall the Synthetic Letter of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment Amount be reduced to an amount that is less than the Synthetic Letter of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such terminationOutstandings.

Optional. The Borrowers Borrower may, upon written notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit Commitments, the Letter unused Commitments of Credit Sublimit or the Swing Line Sublimitany Class, or from time to time permanently reduce the Aggregate Revolving Credit Commitments, the Letter unused Commitments of Credit Sublimit or the Swing Line Sublimitany Class; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five two (2) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof, and (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit CommitmentsFacility, such Sublimit sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders amount of any such notice of termination or Commitment reduction of the Aggregate Revolving Credit Commitments, shall not be applied to the Letter of Credit Sublimit or the Swing Line SublimitSublimit unless otherwise specified by the Borrower. Any It being understood and agreed that (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments at its direction (including, for the avoidance of doubt, to the Commitments with respect to any Class of Extended Revolving Credit Commitments without any termination or reduction of the Aggregate Commitments with respect to any Existing Revolving Credit Commitments shall be applied to of the same Specified Existing Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until Class) and (2) in connection with the effective establishment on any date of any termination of the Aggregate Extended Revolving Credit Commitments pursuant to Section 2.15, the Existing Revolving Credit Commitments of any one or more Lenders providing any such Extended Revolving Credit Commitments on such date shall be paid reduced in an amount equal to the amount of Specified Existing Revolving Credit Commitments so extended on such date or, if agreed by the effective date Borrower and the Lenders providing such Extended Revolving Credit Commitments, by any greater amount so long as the Borrower prepays the Existing Revolving Credit Loans of such terminationClass owed to such Lenders providing such Extended Revolving Credit Commitments to the extent necessary to ensure that after giving effect to such repayment or reduction, the Existing Revolving Credit Loans of such Class are held by the Lenders of such Class on a pro rata basis in accordance with their Existing Revolving Credit Commitments of such Class after giving effect to such reduction; provided that after giving effect to any such reduction and to the repayment of any Loans made on such date, the aggregate amount of the revolving credit exposure of any such Lender does not exceed the Existing Revolving Credit Commitment thereof (such revolving credit exposure and Revolving Credit Commitment being determined in each case, for the avoidance of doubt, exclusive of such Lender’s Extended Revolving Credit Commitment and any exposure in respect thereof).

Optional. The Borrowers may, upon Upon at least one Business Day’s prior revocable written notice by the Company (or telephonic notice promptly confirmed in writing) to the Administrative Agent and at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the Appropriate Lenders), the Parent Borrower shall have the right, without penalty premium or premiumpenalty, on any day, permanently to terminate or reduce the Aggregate U.S. Revolving Credit Commitments, the Letter of Foreign Revolving Credit Commitments, any L/C Sublimit or the any Swing Line Sublimit, in each case, in whole or from time in part (and such termination or reduction shall not be required to time permanently reduce be pro rata as between the Aggregate two Tranches of Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit); provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reductionreduction of Revolving Credit Commitments of any Tranche shall apply proportionately and permanently to reduce the Revolving Credit Commitments of each of the Lenders of such Tranche, (ii) any such partial reduction pursuant to this Section 4.2(a) shall be in an aggregate amount Dollar Amount in principal of $5,000,000 500,000 or any whole multiple of the Dollar Amount in principal of $1,000,000 100,000 in excess thereof, thereof and (iii) after giving effect to such termination or reduction and to any prepayments of the Borrowers shall not terminate Revolving Credit Loans, the Swing Line Loans or reduce cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement (including pursuant to Section 5.2), (A) the Aggregate each Lender’s U.S. Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Exposure shall not exceed its U.S. Revolving Credit Outstandings would Commitment, (B) each Lender’s Foreign Revolving Credit Exposure shall not exceed its Foreign Revolving Credit Commitment, (C) the L/C Sublimit with respect to the L/C Issuers, taken as a whole, shall not be greater than the Aggregate Revolving Credit Commitments, (BD) the Letter L/C Sublimit of Credit Sublimit if, after giving effect thereto, each L/C Issuer shall not be less than the Outstanding Amount of the Letters of Credit issued by such L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit SublimitIssuer, or (CE) the U.S. Swing Line Sublimit ifshall not be greater than the aggregate U.S. Revolving Credit Commitments, after giving effect thereto and to any concurrent prepayments hereunder(F) the aggregate Foreign Swing Line Sublimit shall not be greater than the aggregate Foreign Revolving Credit Commitments, (G) the Outstanding Amount of U.S. Swing Line Loans would shall not exceed the Swingline U.S. Swing Line Sublimit and (ivH) if, after giving effect to any reduction or termination the Outstanding Amount of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Foreign Swing Line Sublimit exceeds Loans shall not exceed the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Foreign Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

Optional. The Borrowers Borrower may, without premium or penalty (subject to Section 3.05, if applicable), in its sole discretion, upon notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Term A Facility, the Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit or the Swing Line Sublimit, Sublimit or from time to time permanently reduce the Aggregate Term A Facility, the Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 4,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit CommitmentsFacility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, Sublimit or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) if, after giving effect to any Swing Line Sublimit. A notice of termination or reduction or termination of the Aggregate Term A Facility, the Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds delivered by the amount Borrower may state that such notice is conditioned upon the effectiveness of any facility or instrument refinancing all or a portion of the Aggregate Revolving Credit outstanding Term A Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination Term A Loans or reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments shall or upon the consummation of a transaction, in which case such notice may be applied revoked by the Borrower (by notice to the Revolving Credit Commitment of each Revolving Credit Lender according Administrative Agent on or prior to its Applicable Revolving Credit Percentage. All fees accrued until the specified effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of date) if such terminationcondition is not satisfied.

Optional. The Borrowers Borrower may, upon notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit CommitmentsFacility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and Letter of Credit Sublimit, (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination to be made in connection with any refinancing of all of the Facilities with the proceeds of such refinancing or of any incurrence of Indebtedness, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence (provided that the failure to terminate or reduce as a result of the failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section 3.05) and (v) any reduction of the Aggregate Revolving Credit Commitments (including termination to $0) shall be made on a pro rata basis across all Classes of Revolving Credit Commitments, except to the Letter extent that any Class of Revolving Credit Sublimit or the Swing Line Sublimit. Any Commitments established pursuant to an Additional Credit Extension Amendment provides that it is entitled to less than pro rata treatment; provided that any reduction of Revolving Credit Commitments as a result of the Aggregate establishment of Replacement Revolving Credit Commitments shall be applied solely to the Replaced Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such terminationCommitments.

Optional. The Borrowers Timken may, upon notice by the Company to the Administrative Paying Agent and without penalty or premiumby Timken, terminate the Aggregate Revolving Credit Commitments, unused portions of the Letter of Credit Sublimit, the Committed Currency Sublimit, the Committed L/C Currency Sublimit or the Swing Line Sublimitunused Commitments, or from time to time permanently reduce the Aggregate Revolving Credit Commitments, unused portions of the Letter of Credit Sublimit, the Committed Currency Sublimit, the Committed L/C Currency Sublimit or the Swing Line Sublimitunused Commitments; provided that (i) any such notice shall be received by the Administrative Paying Agent not later than 11:00 a.m. five three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Timken shall not terminate or reduce (A) the Aggregate Revolving unused portions of the Letter of Credit Sublimit, the Committed Currency Sublimit, the Committed L/C Currency Sublimit or the unused Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit, the Swing Line Sublimit, the Committed Currency Sublimit or the Swing Line Committed L/C Currency Sublimit exceeds the amount of the Aggregate Revolving Credit CommitmentsFacility, such Letter of Credit Sublimit, Swing Line Sublimit, Committed Currency Sublimit or Committed L/C Currency Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any ; provided further that such notice may state that such notice is conditioned upon the effectiveness of termination or reduction of the Aggregate Revolving Credit Commitmentsother credit facilities, the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments shall in which case such notice may be applied revoked by Timken (by notice to the Revolving Credit Commitment of each Revolving Credit Lender according Co-Administrative Agents on or prior to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any specified termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of date) if such terminationcondition is not satisfied.

Optional. The Borrowers Parent Borrower may, upon notice by the Company to the Administrative Agent and without penalty or premiumAgent, (x) terminate the Aggregate Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit, the Swing Line Sublimit or the Swing Line Alternative Currency Sublimit, or (y) from time to time permanently reduce the Aggregate Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit, the Swing Line Sublimit or the Swing Line SublimitAlternative Currency Sublimit or (z) prior to the Delayed Draw Termination Date, terminate or permanently reduce the Delayed Draw Term Facility; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers Parent Borrower shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit CommitmentsFacility (as so reduced), (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit SublimitSublimit (as so reduced), or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Swing Line Sublimit and (ivas so reduced), (D) the Alternative Currency Sublimit if, after giving effect thereto and to any reduction or termination concurrent prepayments hereunder, the Outstanding Amount of all Revolving Credit Loans (including Swing Line Loans) denominated in Alternative Currencies would exceed the Alternative Currency Sublimit (as so reduced), (E) the Aggregate Revolving Credit CommitmentsDollar Tranche Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Letter aggregate Outstanding Amount of Credit Sublimit or the Swing Line Sublimit exceeds the amount of Dollar Tranche Loans would exceed the Aggregate Revolving Credit CommitmentsDollar Tranche Commitments (as so reduced), 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 (F) the Aggregate Revolving Credit CommitmentsAlternative Currency Tranche Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Letter aggregate Outstanding Amount of Credit Sublimit or the Swing Line Sublimit. Any reduction of Alternative Currency Tranche Loans would exceed the Aggregate Revolving Credit Alternative Currency Tranche Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination(as so reduced).

Optional. The Borrowers Borrower may, upon notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit Commitments or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit Commitments or the Swing Line Sublimit, in each case, of any Class; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments of any Class if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings Loan Outstanding of such Class would exceed the Aggregate Revolving Credit CommitmentsCommitments of such Class, (B) the Letter provided that a notice of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, Commitments delivered by the Letter Borrower may state that such notice is conditioned upon (i) the effectiveness of Credit Sublimit another credit facility or the Swing Line Sublimit exceeds closing of a securities offering or (ii) a Change of Control, in which case such notice may be revoked by Borrower (by notice to the amount of Administrative Agent on or prior to the Aggregate Revolving Credit Commitments, specified effective date) if such Sublimit shall be automatically reduced by condition is not satisfied (provided further that the amount failure of such excesscontingency shall not relieve the Borrower from its obligations in respect thereof under Section 3.05). The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit. Any and (iv) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments shall be applied to Commitments, the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until Swing Line Sublimit exceeds the effective date of any termination amount of the Aggregate Revolving Credit Commitments Commitments, such Swing Line Sublimit shall be paid on automatically reduced by the effective date amount of such terminationexcess.

Optional. The Borrowers Borrower may, upon written notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit Commitments, the Letter unused Commitments of Credit Sublimit or the Swing Line Sublimitany Class, or from time to time permanently reduce the Aggregate Revolving Credit Commitments, the Letter unused Commitments of Credit Sublimit or the Swing Line Sublimitany Class; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce reduce, (A) the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of all L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, Sublimit or (C) the Swing Line Swingline Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line all Swingline Loans would exceed the Swingline Sublimit; provided, further that upon any such partial reduction of the Letter of Credit Sublimit or the Swingline Sublimit, unless the Borrower, the Administrative Agent and (iv) ifthe relevant L/C Issuer or the Swingline Lender, as the case may be, otherwise agree, the commitment of each L/C Issuer or the Swingline Lender to issue Letters of Credit or extend Swingline Loans, as applicable, will be reduced proportionately by the amount of such reduction. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swingline Sublimit unless, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit Swingline Sublimit, as the case may be, exceeds the amount of the Aggregate Revolving Credit CommitmentsFacility, in which case such Sublimit sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify Notwithstanding the Lenders of foregoing, the Borrower may rescind or postpone any such notice of termination or reduction of the Aggregate Revolving Credit CommitmentsCommitments if such termination would have resulted from a refinancing, the Letter of Credit Sublimit which refinancing shall not be consummated or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments otherwise shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such terminationdelayed.

Optional. The Borrowers Borrower may, upon from time to time on any Business Day occurring after the time of the initial Credit Extension hereunder, (a) voluntarily reduce the Swing Line Loan Commitment Amount, the Letter of Credit Commitment Amount, the Revolving Loan Commitment Amount (ratably in accordance with the Revolving A-1 Loan Commitment Amount, the Revolving A-2 Loan Commitment Amount, the Other Revolving Loan Commitment Amount and the Designated Additional Revolving Loan Commitment Amount, as then in effect), the Term E Loan Commitment Amount or the Term F Loan Commitment Amount or (b) voluntarily reduce the Revolving A-1 Loan Commitment Amount; provided, however, that all such reductions shall require at least three Business Days’ prior notice by the Company to the Administrative Agent and without penalty or premiumbe permanent, terminate and any partial reduction of any Commitment Amount shall be in a minimum amount of $1,000,000 and in an integral multiple of $100,000. Any reduction of the Aggregate Revolving Credit Commitments, Loan Commitment Amount which reduces the Letter Revolving Loan Commitment Amount below the sum of Credit Sublimit or (i) the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, Loan Commitment Amount and (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, Commitment Amount shall result in an automatic and corresponding reduction of the Outstanding Swing Line Loan Commitment Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the and/or Letter of Credit SublimitCommitment Amount (as directed by the Borrower in a notice to the Administrative Agent delivered together with the notice of such voluntary reduction in the Revolving Loan Commitment Amount) to an aggregate amount not in excess of the Revolving Loan Commitment Amount, or (C) as so reduced, without any further action on the part of the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, Lender or the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) if, Issuer; provided that if after giving effect to such reduction the outstanding Revolving Loan Commitments are greater than zero, then, in such manner as the Borrower and the Administrative Agent shall agree (it being understood that the Borrower and the Administrative Agent will use commercially reasonable efforts to avoid the prepayment or assignment of any reduction or termination LIBO Rate Loan on a day other than the last day of the Aggregate Interest Period applicable thereto), (x) the Revolving Credit Commitments, the Letter Lenders shall assign and assume outstanding Revolving Loans and participations in outstanding Letters of Credit Sublimit or so as to cause the Swing Line Sublimit exceeds amounts of such Revolving Loans and participations in Letters of Credit held by each Revolving Lender to conform to the amount respective Percentages of the Aggregate Revolving Credit CommitmentsLoan Commitment of the Revolving Lenders and (y) concurrently with such assignments and assumptions, all such Sublimit Revolving Loans that are assumed by the Revolving Lenders of any Tranche shall be automatically reduced by the amount converted to Revolving Loans of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such terminationTranche.

Optional. The Borrowers Borrower may, upon notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit CommitmentsCommitment, the Letter of Credit Sublimit Tranche A-5 Term Loan Commitment, the Tranche A-7 Term Loan Commitment or the Swing Line SublimitTerm Loan Working Capital Commitment, or from time to time permanently reduce the Aggregate Revolving Credit CommitmentsCommitment, the Letter of Credit Sublimit Tranche A-5 Term Loan Commitment, the Tranche A-7 Term Loan Commitment or the Swing Line SublimitTerm Loan Working Capital Commitment; provided that (ia) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (iib) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iiic) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments Commitment if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit CommitmentsCommitment, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (ivd) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit CommitmentsCommitment, the Letter of Credit Sublimit or the Swing Line Alternative Currency Sublimit exceeds the amount of the Aggregate Revolving Credit CommitmentsCommitment, such Sublimit shall be automatically reduced by the amount of such excess, (e) [reserved], (f) the Borrower shall have no right to terminate or reduce the Tranche A-5 Term Loan Commitment without the written consent of the Tranche A-5 Term Loan Lender and (g) the Borrower shall have no right to terminate or reduce the Tranche A-6 Term Loan Commitment prior to the Revolving Credit Facility Termination Date, except the Aggregate Term Loan Working Capital Commitment as set forth in clause (ii) below. The Administrative Agent will promptly notify Except as provided in the Lenders preceding sentence, the amount of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit. Any Commitment reduction of the Aggregate Revolving Credit Commitments shall not be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until Alternative Currency Sublimit unless otherwise specified by the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such terminationBorrower.

Optional. The Borrowers Borrower may, upon notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit CommitmentsFacility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction A notice of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any complete termination of the Aggregate Revolving Credit Commitments shall 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 paid revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date date) if such condition is not satisfied (provided that the failure of such terminationcontingency shall not relieve the Borrower from its obligations in respect thereof under Section 3.02).

Optional. The Borrowers may, upon written notice by the Company Parent Borrower to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit Commitmentsunused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit Sublimit, or the Swing Line Sublimitunused Revolving Credit Commitments under any Revolving Tranche, or from time to time permanently reduce the Aggregate Revolving Credit Commitmentsunused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit Sublimit, or the Swing Line Sublimitunused Revolving Credit Commitments under any Revolving Tranche; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1,000,000 (or the equivalent Dollar Amount) or any whole multiple of $1,000,000 100,000 (or the equivalent Dollar Amount) in excess thereof, thereof and (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments under any Tranche of the Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Commitments, Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche or (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any Any such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the Aggregate Revolving Credit Commitmentsoccurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Letter Parent Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. For the avoidance of Credit Sublimit or doubt, upon the Swing Line Sublimit. Any reduction occurrence of the Aggregate Revolving Credit Commitments Termination Date, this Agreement shall be applied to automatically terminate and the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments Administrative Agent shall be paid on the effective date of such terminationcomply with Section 9.01(c) and Section 9.11.

Optional. The Borrowers Parent Borrower may, upon written notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit Commitments, the Letter unused Commitments of Credit Sublimit or the Swing Line Sublimitany Class, or from time to time permanently reduce the Aggregate Revolving Credit Commitments, the Letter unused Commitments of Credit Sublimit or the Swing Line Sublimitany Class; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof, thereof and (iii) the Borrowers shall not terminate or reduce reduce, (A) the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit CommitmentsLine Cap, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of all L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, Sublimit or (C) the Swing Line Swingline Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line all Swingline Loans would exceed the Swingline Sublimit; provided, further, that, upon any such partial reduction of the Letter of Credit Sublimit or the Swingline Sublimit, unless the Parent Borrower, the Administrative Agent and (iv) ifthe relevant L/C Issuer or the Swingline Lender, as the case may be, otherwise agree, the commitment of each L/C Issuer or the Swingline Lender to issue Letters of Credit or extend Swingline Loans, as applicable, will be reduced proportionately by the amount of such reduction. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swingline Sublimit unless, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit Swingline Sublimit, as the case may be, exceeds the amount of the Aggregate Revolving Credit CommitmentsFacility, in which case such Sublimit sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify Notwithstanding the Lenders of foregoing, the Parent Borrower may rescind or postpone any such notice of termination or reduction of the Aggregate Revolving Credit CommitmentsCommitments if such termination would have resulted from a refinancing, the Letter of Credit Sublimit which refinancing shall not be consummated or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments otherwise shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such terminationdelayed.

Optional. The Borrowers Borrower may, upon written notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit Commitments, unused portions of the Letter of Credit Sublimit Sublimit, the Revolving Credit Commitments or the Swing Line SublimitDelayed Draw Term Commitments, or from time to time permanently reduce the Aggregate Revolving Credit Commitments, unused portions of the Letter of Credit Sublimit Sublimit, the Revolving Credit Commitments or the Swing Line SublimitDelayed Draw Term Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit CommitmentsFacility, or (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit. Each termination or reduction in the Revolving Credit Commitments or Delayed Draw Term Commitments under this Section 2.06(a) shall be made, or (C) at the Swing Line Sublimit ifBorrower’s option, after giving effect thereto and to any concurrent prepayments hereunderClass of Revolving Credit Commitments or Delayed Draw Term Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares of such Class. The Borrower shall pay to the Administrative Agent, in each case, for the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) if, after giving effect to any reduction or termination account of the Aggregate Revolving Credit Commitmentsapplicable Lenders, on the Letter date of Credit Sublimit each termination or the Swing Line Sublimit exceeds reduction, any fees on the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments shall be applied or Delayed Draw Term Commitments so terminated or reduced accrued to but excluding the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such terminationtermination or reduction.

Optional. The Borrowers Borrower may, upon notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit CommitmentsFacility, the Financial/Commercial Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving Credit CommitmentsFacility, the Financial/Commercial Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent prepayments and Cash Collateralization of L/C Obligations hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit CommitmentsFacility, (B) the Financial/Commercial Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations with respect to all Financial Letters of Credit and Commercial Letters of Credit not fully Cash Collateralized hereunder would exceed the Financial/Commercial Letter of Credit Sublimit, Sublimit or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and Swing Line Sublimit, (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Financial/Commercial Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit sublimit shall be automatically reduced by the amount of such excessexcess and (v) any notice of termination or reduction of the Commitments, the Financial/Commercial Letter of Credit Sublimit or the Swing Line Sublimit delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other transactions specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimitprovided in this Section. Any reduction of the Aggregate Revolving Credit any Commitments hereunder shall be applied to the Revolving Credit applicable Commitment of each Revolving Credit applicable Lender according to its Applicable Revolving Percentage. To the extent practicable, each partial reduction in the Financial/Commercial Letter of Credit PercentageSublimit shall be allocated ratably among the L/C Issuers in accordance with their respective Letter of Credit Commitments with respect to Financial Letters of Credit and Commercial Letters of Credit (or as otherwise agreed among the Borrower and the L/C Issuers). All fees accrued until the effective date of any termination of the Aggregate Revolving Credit any applicable Facility or Commitments shall be paid on the effective date of such termination. Notwithstanding the foregoing, if any such notice of complete termination indicates that such termination is to be funded with the proceeds of a New Financing, such notice of complete termination may be revoked or delayed if such New Financing is not consummated on the date specified in such notice.

Optional. The Borrowers Borrower may, upon notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit Commitments or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit Commitments or the Swing Line Sublimit, in each case, of any Class; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments of any Class if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings Loan Outstanding of such Class would exceed the Aggregate Revolving Credit CommitmentsCommitments of such Class, (B) the Letter provided that a notice of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, Commitments delivered by the Letter Borrower may state that such notice is conditioned upon (i) the effectiveness of Credit Sublimit another credit facility or the Swing Line Sublimit exceeds closing of a securities offering or (ii) a Change of Control, in which case such notice may be revoked by Borrower (by notice to the amount of Administrative Agent on or prior to the Aggregate Revolving Credit Commitmentsspecified effective date) if such condition is not satisfied (provided, such Sublimit shall be automatically reduced by further, that the amount failure of such excesscontingency shall not relieve the Borrower from its obligations in respect thereof under Section 3.05). The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit. Any and (iv) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments shall be applied to Commitments, the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until Swing Line Sublimit exceeds the effective date of any termination amount of the Aggregate Revolving Credit Commitments Commitments, such Swing Line Sublimit shall be paid on automatically reduced by the effective date amount of such terminationexcess.

Optional. The Borrowers Borrower may, upon notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the least of (1) the Borrowing Base Amount at such time, (2) the Mortgageability Amount at such time and (3) the Aggregate Revolving Credit CommitmentsCommitments (as so reduced), (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (CC(C) the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Loans denominated in Alternative Currencies would exceed the Alternative Currency 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 Swingline Sublimit and (iv) if, Swing Line Sublimit. If after giving effect to any reduction or termination of the Aggregate Revolving Credit CommitmentsCommitments under this Section 2.06, the Letter of Credit Sublimit Sublimit, the Alternative Currency Sublimit, or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit CommitmentsFacility at such time, such Sublimit the Letter of Credit Sublimit, the Alternative Currency Sublimit, or the 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 Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

Optional. The Borrowers Each Borrower may, upon notice by the Company to the Administrative Agent and without penalty or premium, terminate the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not no later than 11:00 a.m. five (I) 12:00 P.M. (New York City time) on the third Business Days Day prior to the date of termination or reductionsuch prepayment consisting of Eurocurrency Rate Advances denominated in Dollars, (iiII) 12:00 P.M. (New York City time) on the fourth Business Day prior to the date of such prepayment consisting of Eurocurrency Rate Advances denominated in any Foreign Currency, and (III) 12:00 P.M. (New York City time) on the date of such prepayment consisting of Base Rate Advances (which notice shall, in each case, be revocable by the applicable Borrower only to the extent that such prepayment notice stated that such prepayment was conditioned upon the effectiveness of other credit facilities or issuances of securities, in which case such notice may be revoked by the applicable Borrower (by written notice from the Company to the Agent on or prior to the specified effective date) if such condition to prepayment is or will not be satisfied) to the Agent stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given such Borrower shall, prepay the outstanding principal amount of the Term Advances comprising part of the same Term Borrowing, Revolving Credit Advances comprising part of the same Revolving Credit Borrowing or Swing Line Advances comprising part of the same Swing Line Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (x) each partial reduction prepayment shall be in an aggregate principal amount of (A) not less than $5,000,000 1,000,000 or any a whole multiple of $1,000,000 100,000 in excess thereof, (iii) thereof in the Borrowers shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitmentscase of a Term Advance, (B) not less than the Letter Revolving Credit Borrowing Minimum or a Revolving Credit Borrowing Multiple in excess thereof in the case of Revolving Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, Advances or (CV) not less than $500,000 or an integral multiple thereof in the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount case of Swing Line Loans would exceed the Swingline Sublimit Advances and (ivy) if, after giving effect to any reduction or termination of in the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders event of any such notice prepayment of termination or reduction a Eurocurrency Rate Advance, other than on the last day of the Aggregate Revolving Credit Commitmentsan Interest Period thereunder, the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments Borrower making such prepayment shall be applied obligated to reimburse the Revolving Credit Commitment of each Revolving Credit Lender according Lenders in respect thereof pursuant to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such terminationSection 9.04(c).

Optional. The Borrowers may, upon written notice by the Company applicable Borrowers to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit Commitmentsunused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit Sublimit, or the Swing Line Sublimitunused Revolving Credit Commitments under any Revolving Tranche, or from time to time permanently reduce the Aggregate Revolving Credit Commitmentsunused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit Sublimit, or the Swing Line Sublimitunused Revolving Credit Commitments under any Revolving Tranche; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 500,000 or any whole multiple of $1,000,000 100,000 in excess thereof, thereof and (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments under any Tranche of the Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings and the aggregate of the Ancillary Outstandings would exceed the Aggregate Revolving Credit Commitments, Facility or (y) the Total Revolving Credit Outstandings and Ancillary Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche and (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any Any such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the Aggregate Revolving Credit Commitmentsoccurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments shall be applied Borrowers (by written notice to the Revolving Credit Commitment Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. For the avoidance of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any doubt, upon termination of the Aggregate Revolving Commitments and payment in full of all Obligations in cash and in immediately available funds (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) and the expiration without any pending drawing or termination of all Letters of Credit Commitments or letters of credit and bank guarantees issued pursuant to Ancillary Facilities (other than Letters of Credit or such other letters of credit or bank guarantees which have been, in each case, Cash Collateralized or as to which arrangements satisfactory to the L/C Issuer that issued such Letters of Credit or such Ancillary Lender that issued such letter of credit or bank guarantee shall be paid on have been made), this Agreement shall automatically terminate and the effective date of such terminationAdministrative Agent shall comply with Section 9.01(c) and Section 9.11.

Optional. The Borrowers Each Borrower may, upon notice by the Company to the Administrative Agent and without penalty or premium, terminate the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not no later than 11:00 a.m. five (I) 12:00 P.M. (New York City time) on the third Business Days Day prior to the date of termination or reductionsuch prepayment consisting of Term Rate Advances denominated in Dollars, (iiII) 12:00 P.M. (New York City time) on the Business Day prior to the date of such prepayment consisting of Daily Simple SOFR Advances, (III) 12:00 P.M. (New York City time) on the fourth Business Day prior to the date of such prepayment consisting of Term Rate Advances denominated in any Foreign Currency or Alternative Currency Daily Rate Advances, and (IV) 12:00 P.M. (New York City time) on the date of such prepayment consisting of Base Rate Advances (which notice shall, in each case, be revocable by the applicable Borrower only to the extent that such prepayment notice stated that such prepayment was conditioned upon the effectiveness of other credit facilities or issuances of securities, in which case such notice may be revoked by the applicable Borrower (by written notice from the Company to the Agent on or prior to the specified effective date) if such condition to prepayment is or will not be satisfied) to the Agent stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given such Borrower shall, prepay the outstanding principal amount of the Term Advances comprising part of the same Term Borrowing, Revolving Credit Advances comprising part of the same Revolving Credit Borrowing or Swing Line Advances comprising part of the same Swing Line Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (x) each partial reduction prepayment shall be in an aggregate principal amount of (A) not less than $5,000,000 1,000,000 or any a whole multiple of $1,000,000 100,000 in excess thereof, (iii) thereof in the Borrowers shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitmentscase of a Sealed Air – 4th A&R Syndicated Facility Agt Term Advance, (B) not less than the Letter Revolving Credit Borrowing Minimum or a Revolving Credit Borrowing Multiple in excess thereof in the case of Revolving Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, Advances or (C) not less than $500,000 or an integral multiple thereof in the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount case of Swing Line Loans would exceed the Swingline Sublimit Advances and (ivy) if, after giving effect to any reduction or termination of in the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders event of any such notice prepayment of termination or reduction a Term Rate Advance, other than on the last day of the Aggregate Revolving Credit Commitmentsan Interest Period thereunder, the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments Borrower making such prepayment shall be applied obligated to reimburse the Revolving Credit Commitment of each Revolving Credit Lender according Lenders in respect thereof pursuant to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such terminationSection 9.04(c).

Optional. The Borrowers Borrower may, upon written notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit Commitments, the Letter unused Commitments of Credit Sublimit or the Swing Line Sublimitany Class, or from time to time permanently reduce the Aggregate Revolving Credit Commitments, the Letter unused Commitments of Credit Sublimit or the Swing Line Sublimitany Class; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five two (2) Business Days prior to the date of termination or reduction, reduction and (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof, . It being understood and agreed that (iii1) the Borrowers shall not terminate Borrower may allocate any termination or reduce reduction of Commitments among Classes of Commitments at its direction (A) including, for the Aggregate avoidance of doubt, to the Commitments with respect to any Class of Extended Revolving Credit Commitments if, after giving effect thereto and without any termination or reduction of the Commitments with respect to any concurrent prepayments hereunderExisting Revolving Credit Commitments of the same Specified Existing Revolving Credit Commitment Class) and (2) in connection with the establishment on any date of any Extended Revolving Credit Commitments pursuant to Section 2.15, the Total Existing Revolving Credit Outstandings would exceed Commitments of any one or more Lenders providing any such Extended Revolving Credit Commitments on such date shall be reduced in an amount equal to the Aggregate amount of Specified Existing Revolving Credit Commitments so extended on such date or, if agreed by the Borrower and the Lenders providing such Extended Revolving Credit Commitments, (B) by any greater amount so long as the Letter Borrower prepays the Existing Revolving Credit Loans of such Class owed to such Lenders providing such Extended Revolving Credit Sublimit if, Commitments to the extent necessary to ensure that after giving effect theretoto such repayment or reduction, the Outstanding Amount Existing Revolving Credit Loans of L/C Obligations not fully Cash Collateralized hereunder would exceed such Class are held by the Letter Lenders of such Class on a pro rata basis in accordance with their Existing Revolving Credit Sublimit, or (C) the Swing Line Sublimit if, Commitments of such Class after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) if, such reduction; provided that after giving effect to any such reduction or termination and to the repayment of the Aggregate Revolving Credit Commitmentsany Loans made on such date, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the aggregate amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders revolving credit exposure of any such notice of termination or reduction of Lender does not exceed the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Existing Revolving Credit Commitment of each thereof (such revolving credit exposure and Revolving Credit Lender according to its Applicable Commitment being determined in each case, for the avoidance of doubt, exclusive of such Lender’s Extended Revolving Credit Percentage. All fees accrued until the effective date of Commitment and any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such terminationexposure in respect thereof).

Optional. The Borrowers Borrower may, upon notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit Subfacility or the Swing Line SublimitSubfacility, or from time to time permanently reduce the Aggregate Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit Subfacility or the Swing Line SublimitSubfacility; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days (or such shorter period as is acceptable to the Administrative Agent) prior to the date of termination or reductionreduction (which notice, in the case of a termination of the full amount of any Facility and prepayment of all Loans thereunder in connection therewith, may state that it is conditioned on the Borrower receiving proceeds of other financing, in which case such notice may be revoked by the Borrower (by providing notice to the Administrative Agent) if such financing is not received by the Borrower on or prior to the proposed termination date of the applicable Facility and prepayment of all Loans thereunder in connection therewith), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 3,000,000 or any ‑55‑ whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit CommitmentsFacility (as so reduced), (B) the Letter of Credit Sublimit Subfacility if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit SublimitSubfacility, or (C) the Swing Line Sublimit Subfacility if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such terminationSubfacility.

Optional. The Borrowers Borrower may, upon notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reductionreduction (which notice, in the case of a termination of the full amount of the Facilities and prepayment of all Loans in connection therewith, may state that it is conditioned on the Borrower receiving proceeds of other financing, in which case such notice may be revoked by the Borrower (by providing notice to the Administrative Agent) if such financing is not received by the Borrower on or prior to the proposed termination date of the Facilities and prepayment of all Loans in connection therewith), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 3,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit CommitmentsFacility (as so reduced), (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

Optional. The Borrowers BorrowerBorrowers may, upon notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. a.m11:00 A.M. five Business Days prior to the date of termination or reduction, provided, however, the Borrowerapplicable Borrowers may revoke such notice prior to the scheduled date of termination or reduction, (ii) [reserved]provided that, in the case of the AUD RC Tranche, the applicable Borrower provides notice of such revocation not later than 11:00 A.M. three (3) Business Days prior to the proposed day of termination or reduction, (ii) such notice shall state whether the termination or reduction relates to Committed RC Loans or Term Loans, (iii) any such partial reduction shall be in an aggregate amount of $5,000,000 US$10,000,000 (or the US Dollar Equivalent thereof) or any whole multiple of $US$1,000,000 (or the US Dollar Equivalent thereof) in excess thereof, (iiiiv) the Borrowers xxxxx Borrower shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (ivv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitmentsaggregate Commitments in respect of any Committed RC Loans, the Letter of Credit Sublimit for the applicable Tranche or the Swing Line Sublimit for the applicable Tranche exceeds the amount of the Aggregate Revolving Credit Commitmentsaggregate Commitments in respect of Committed RC Loans allocated to such Tranche, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit PercentagePercentage in respect of Committed RC Loansthe applicable Tranche. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

Optional. The Borrowers Borrower may, upon written notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit unused portions of the Term Commitments, the Letter of Credit Sublimit Sublimit, the Revolving Credit Commitments or the Swing Line SublimitAlternative Currency Sublimit with respect to any Alternative Currency, or from time to time permanently reduce the Aggregate Revolving Credit unused portions of the Term Commitments, the Letter of Credit Sublimit Sublimit, the Revolving Credit Commitments or the Swing Line SublimitAlternative Currency Sublimit with respect to any Alternative Currency; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.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 $5,000,000 1,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit CommitmentsFacility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Alternative Currency Sublimit with respect to any Alternative 105 Currency if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Revolving Credit Loans denominated in such Alternative Currency would exceed the Swingline Alternative Currency Sublimit and (iv) ifwith respect to such Alternative Currency. Each reduction in the Revolving Credit Commitments hereunder shall be made, after giving effect at the Borrower’s option, to any reduction or termination Class of Revolving Credit Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares. The Borrower shall pay to the Administrative Agent, in each case, for the account of the Aggregate Revolving Credit Commitmentsapplicable Lenders, on the Letter date of Credit Sublimit each termination or the Swing Line Sublimit exceeds reduction, any fees on the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically Commitments so terminated or reduced by accrued to but excluding the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such terminationtermination or reduction.

Optional. The Borrowers may, upon written notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit Commitments, unused portions of the Letter of Credit Sublimit, the Swing Line Sublimit or the Swing Line SublimitRevolving Credit Commitments, or from time to time permanently reduce the Aggregate Revolving Credit Commitments, unused portions of the Letter of Credit Sublimit, the Swing Line Sublimit or the Swing Line SublimitRevolving Credit Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) ifSwing Line Sublimit. Each reduction in the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their Pro Rata Shares. The Borrowers shall pay to the Administrative Agent, after giving effect to any reduction or termination in each case, for the account of the Aggregate Revolving Credit Commitmentsapplicable Lenders, on the Letter date of Credit Sublimit each termination or the Swing Line Sublimit exceeds reduction, any fees on the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments shall be applied so terminated or reduced accrued to but excluding the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such terminationtermination or reduction.

Optional. The Borrowers mayBorrower shall have the right, upon not less than five Business Days' written notice by the Company to the Administrative Agent and without penalty or premiumAgent, to terminate the Aggregate Revolving Credit Commitments or, from time to time, reduce the amount of the Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice reduction shall be received accompanied by prepayment of the Revolving Credit Loans made hereunder by the Administrative Agent not later than 11:00 a.m. five Business Days prior Borrower and/or any Subsidiary Borrower, as applicable,, together with accrued interest on the amount so prepaid to the date of termination or reductionsuch prepayment, to the extent, if any, that the amount of the Aggregate Revolving Extensions of Credit exceeds the amount of the Revolving Credit Commitments as then reduced, (ii) any such partial termination of the Revolving Credit Commitments shall be accompanied by (A) prepayment in full of the Revolving Credit Loans then outstanding hereunder, (B) cash collateralization of all L/C Obligations then outstanding in accordance with the provisions of subsection 2.13, and (C) payment of accrued interest thereon to the date of such prepayment and the payment of any unpaid fees then accrued hereunder (including, without limitation, in respect of any Letters of Credit) and (iii) any termination of the Revolving Credit Commitments while LIBOR Loans are outstanding under the Revolving Credit Commitments and any reduction of the aggregate amount of the Revolving Credit Commitments that reduces the amount of the Revolving Credit Commitments below the principal amount of the LIBOR Loans then outstanding under the Revolving Credit Commitments may be made only on the last day of the respective Interest Periods for such LIBOR Loans. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any such reduction shall be in an aggregate amount of $5,000,000 1,000,000 or any a whole multiple of $1,000,000 in excess thereof (or in the case of a LIBOR borrowing in an Optional Currency the Dollar Equivalent thereof, (iii) the Borrowers and shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds permanently the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such terminationthen in effect.

Optional. The Borrowers Borrower may, upon written notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit Commitments, the Letter unused Commitments of Credit Sublimit or the Swing Line Sublimitany Class, or from time to time permanently reduce the Aggregate unused Commitments of any Class (provided that, prior to the Revolving Credit Facility Maturity Date with respect to the Initial Revolving Credit Facility, any reduction of Revolving Credit Commitments shall be made on a pro rata basis as between the Initial Revolving Credit Commitments and the 2023 Extended Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit); provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce reduce, (A) the Aggregate Revolving Credit Commitments of any Class if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit CommitmentsCommitments or if the Revolving Credit Exposure of any Class would exceeding any Lender’s Revolving Credit Commitment of such Class, (B) the Letter of Credit Sublimit with respect to any Revolving Credit Facility if, after giving effect thereto, the Outstanding Amount of all L/C Obligations not fully Cash Collateralized hereunder with respect to such Revolving Credit Facility would exceed the applicable Letter of Credit Sublimit, Sublimit or (C) the Swing Line Swingline Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line all Swingline Loans would exceed the Swingline Sublimit; provided, further that upon any such partial reduction of the Letter of Credit Sublimit or the Swingline Sublimit, unless the Borrower, the Administrative Agent and (iv) ifthe relevant L/C Issuer or the Swingline Lender, as the case may be, otherwise agree, the commitment of each L/C Issuer or the Swingline Lender to issue Letters of Credit or extend Swingline Loans, as applicable, will be reduced proportionately by the amount of such reduction. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swingline Sublimit unless, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit Swingline Sublimit, as the case may be, exceeds the amount of the Aggregate Revolving Credit CommitmentsFacilityFacilities , in which case such Sublimit sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify Notwithstanding the Lenders of foregoing, the Borrower may rescind or postpone any such notice of termination or reduction of the Aggregate Revolving Credit CommitmentsCommitments if such termination would have resulted from a refinancing, the Letter of Credit Sublimit which refinancing shall not be consummated or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments otherwise shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such terminationdelayed.

Optional. The Borrowers Borrower may, upon notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) a notice of termination of the Borrowers Commitments delivered by the Borrower may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such condition is not satisfied and (iv) the Borrower shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit CommitmentsFacility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction of In addition, during the Aggregate Revolving Credit Commitments shall be applied Delayed Draw Availability Period, the Borrower may, upon notice to the Revolving Credit Commitment of each Revolving Credit Lender according Administrative Agent as set forth above, from time to its Applicable Revolving Credit Percentagetime terminate (in whole or in part) the unused Term Facility Two Commitments. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.​

Optional. The Borrowers Borrower may, upon notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 10:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excessSublimit. 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, Swing Line Sublimit or the Swing Line SublimitAggregate Commitments under this Section 2.06. Any Upon any reduction of the Aggregate Revolving Credit Commitments shall be applied to Commitments, the Revolving Credit Commitment of each Revolving Credit Lender according to its shall be reduced by such Lender’s Applicable Revolving Credit PercentagePercentage of such reduction amount. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

Optional. The Borrowers Borrower may, upon written notice by the Company Borrower to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit Commitmentsunused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit Sublimit, or the Swing Line Sublimitunused Revolving Credit Commitments under any Revolving Tranche, or from time to time permanently reduce the Aggregate Revolving Credit Commitmentsunused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit Sublimit, or the Swing Line Sublimitunused Revolving Credit Commitments under any Revolving Tranche; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three Business Days (or such shorter period as the Blackstone Credit Representative and the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 500,000 or any whole multiple of $1,000,000 100,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments under any Tranche of the Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit CommitmentsFacility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche, or (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any Any such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the Aggregate Revolving Credit Commitmentsoccurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments shall be applied Borrower (by written notice to the Revolving Credit Commitment Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. For the avoidance of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any doubt, upon termination of the Aggregate Revolving Commitments and payment in full of all Obligations in cash and in immediately available funds (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) and the expiration without any pending drawing or termination of all Letters of Credit Commitments (other than Letters of Credit which have been Cash Collateralized), this Agreement shall be paid on automatically terminate and the effective date of such terminationAdministrative Agent shall comply with Section 9.01(c) and Section 9.11.

Optional. The Borrowers Borrower may, upon notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) a notice of termination of the Borrowers Commitments delivered by the Borrower may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such condition is not satisfied and (iv) the Borrower shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit CommitmentsFacility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction In addition, during the Availability Period in respect of the Aggregate Revolving Credit Commitments shall be applied Term Facility, the Borrower may, upon notice to the Revolving Credit Commitment of each Revolving Credit Lender according Administrative Agent as set forth above, from time to its Applicable Revolving Credit Percentage. All fees accrued until time termination (in whole or in part) the effective date of any termination unused portion of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such terminationaggregate Term Commitments.

Optional. The Borrowers Borrower may, upon written notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit Commitments, the Letter unused Commitments of Credit Sublimit or the Swing Line Sublimitany Class, or from time to time permanently reduce the Aggregate unused Commitments of any Class; provided that (A) (i) until the Extended 2012 Dollar Revolving Credit Commitments shall have been terminated or expired, no termination or reduction of 2015 Dollar Revolving Credit Commitments or Extended Dollar Revolving Credit Commitments shall be made pursuant to this paragraph unless the Extended 2012 Dollar Revolving Credit Commitments, if any, are terminated or reduced on a ratable basis, and (ii) until all of the Letter Extended 2012 Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments shall have been terminated or expired, no termination or reduction of 2015 Dollar Revolving Credit Sublimit Commitments shall be made pursuant to this paragraph unless the Extended 2012 Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments, if any, are terminated or reduced on a ratable basis, (B) (i) until the Swing Line SublimitExtended 2012 Alternative Currency Revolving Credit Commitments shall have been terminated or expired, no termination or reduction of 2015 Alternative Currency Revolving Credit Commitments or Extended Alternative Currency Revolving Credit Commitments shall be made pursuant to this paragraph unless the Extended 2012 Alternative Currency Revolving Credit Commitments, if any, are terminated or reduced on a ratable basis, and (ii) until all of the Extended 2012 Alternative Currency Revolving Credit Commitments and the Extended Alternative Currency Revolving Credit Commitments shall have been terminated or expired, no termination or reduction of 2015 Alternative Currency Revolving Credit Commitments shall be made pursuant to this paragraph unless the Extended 2012 Alternative Currency Revolving Credit Commitments and the Extended Alternative Currency Revolving Credit Commitments, if any, are terminated or reduced on a ratable basis, (C) no termination or reduction of Extended Synthetic L/C Commitments shall be made pursuant to this paragraph unless the Tranche S Term Loans are prepaid in a like amount and (D) until the Non-Extended Synthetic L/C Commitments shall have been terminated or expired, no termination or reduction of the Extended Synthetic L/C Commitments shall be made pursuant to this paragraph unless the remaining Non-Extended Synthetic L/C Commitments shall be reduced at least ratably; provided further that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (3) Business Days prior to the date of termination or reductionreduction (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 500,000 or any whole multiple of $1,000,000 100,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Dollar Revolving Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Dollar Revolving Credit CommitmentsFacility, such Sublimit sublimit shall be automatically reduced by the amount of such excessexcess and (iv) the Borrower shall not terminate or reduce the Synthetic L/C Commitments of any Class if (x) the aggregate amount of the Synthetic L/C Exposures of such Class would exceed the aggregate amount of the Synthetic L/C Commitments of such Class or (y) the aggregate amount of the Synthetic L/C Exposures would exceed the aggregate amount of the Synthetic L/C Commitments. The Administrative Agent will promptly notify Subject to clause (iii) above, the Lenders amount of any such notice of termination or Commitment reduction of shall not be applied to the Aggregate Dollar Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line SublimitSublimit unless otherwise specified by the Borrower. Any reduction Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments if such termination would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or otherwise shall be paid on the effective date of such terminationdelayed.

Optional. The Borrowers Company may, upon written notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving Credit Commitments, the Letter Commitments of Credit Sublimit or the Swing Line Sublimitany Tranche; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five one Business Days Day prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount (A) of $5,000,000 500,000 or any whole multiple of $1,000,000 100,000 in excess thereof, thereof or (iiiB) the Borrowers shall not terminate or reduce (A) equal to the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitmentsof such Tranche at such time, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iviii) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or Sublimit, the Swing Line Sublimit. Any reduction , the US Dollar Revolving Credit Facility or the Multicurrency Revolving Credit Facility exceeds the amount of the Aggregate Revolving Credit Commitments Commitments, such sublimit or facility commitments shall be applied to automatically reduced by the amount of such excess, (iv) so long as the 2012 US Dollar Revolving Credit Commitment of each Commitments are outstanding, the Borrowers shall not reduce the US Dollar Revolving Credit Lender according to its Applicable Commitments of either Tranche under this paragraph unless they shall simultaneously and ratably reduce the corresponding US Dollar Revolving Credit PercentageCommitments of the other Tranche and (v) so long as the 2012 Multicurrency Revolving Credit Commitments are outstanding, the Borrowers shall not reduce the Multicurrency Revolving Credit Commitments of either Tranche under this paragraph unless they shall simultaneously and ratably reduce the corresponding Multicurrency Dollar Revolving Credit Commitments of the other Tranche. All fees accrued until Notwithstanding the effective date foregoing, the Company may rescind or postpone any notice of any termination of the Aggregate Revolving Credit Commitments if such termination would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or otherwise shall be paid on the effective date of such terminationdelayed.

Optional. The Borrowers mayAt Creditors' option, an Event of Default hereunder shall be deemed to occur upon notice by the Company to following events and the Administrative Agent and without penalty or premium, terminate expiration of the Aggregate Revolving Credit Commitments, the Letter Cure Period described above: (a) either of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that Companies (i) any such notice shall be received by is adjudicated a bankrupt, or an order for relief under the Administrative Agent not later than 11:00 a.m. five Business Days prior to Bankruptcy Code (Title 11 of the date United States Code) is entered naming either of termination or reductionCompanies as "Debtor", (ii) any such partial reduction shall be fails to pay, or admits in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereofwriting its inability to pay, its debts generally as they become due, (iii) makes an assignment for the Borrowers shall not terminate benefit of creditors, (iv) applies for, seeks, consents to, or reduce (A) the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunderacquiesces in, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitmentsappointment of a receiver, custodian, trustee (interim or otherwise), examiner, liquidator or similar official for it or any substantial part of its property, (Bv) institutes any proceeding seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fails to file an answer or other pleading denying the Letter material allegations of Credit Sublimit ifany such proceeding filed against it, after giving (vi) takes any corporate action to authorize or effect thereto, any of the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimitforegoing, or (Cvii) fails to contest in good faith any appointment or proceeding described above; (b) either of Companies fails to pay and discharge any material indebtedness when and as due (except in the Swing Line Sublimit ifcase of a good faith dispute), after giving effect thereto and to any concurrent prepayments hereunderor by reason of a default, the Outstanding Amount holder of Swing Line Loans would exceed any indebtedness becomes entitled to accelerate the Swingline Sublimit and stated maturity thereof except where failure to do so does not have a Material -- 88 -- Adverse Effect; (ivc) ifeither of Companies contests the validity or enforceability of any document executed in connection herewith or with the Secured Obligations or denies it has any further liability or obligation thereunder, after giving effect or fails to perform any reduction of its obligations hereunder; (d) there occurs a sale, assignment, pledge, transfer, hypothecation, encumbrance or termination other disposition of the Aggregate Revolving Credit CommitmentsCollateral or any portion thereof (or any interest therein) other than (i) in the ordinary course of business, (ii) a disposition of obsolete or retired property, or (iii) as otherwise provided in the Purchase Agreement; or (e) there is any injury to, or any destruction, loss or decline in value or market price of, the Letter Collateral other than in the ordinary course of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced business that is not covered by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such terminationinsurance.

Optional. The Borrowers Borrowing Agent may, upon notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate USD Revolving Credit Commitments, the Letter of Credit Sublimit or Aggregate Multi-Currency Revolving Commitments and/or the Swing Line SublimitAggregate Specified Currency Revolving Commitments, or from time to time permanently reduce the Aggregate USD Revolving Credit Commitments, the Letter of Credit Sublimit or Aggregate Multi-Currency Revolving Commitments and/or the Swing Line SublimitAggregate Specified Currency Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrowing Agent shall not terminate or reduce (A) the Aggregate USD Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total USD Revolving Credit Outstandings would exceed the Aggregate USD Revolving Credit Commitments, (Biv) the Letter of Credit Sublimit if, after giving effect thereto, Borrowing Agent shall not terminate or reduce the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit Aggregate Multi-Currency Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans Total Multi-Currency Revolving Outstandings would exceed the Swingline Sublimit Aggregate Multi-Currency Revolving Commitments, (v) the Borrowing Agent shall not terminate or reduce the Aggregate Specified Currency Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Specified Currency Revolving Outstandings would exceed the Aggregate Specified Currency Revolving Commitments, and (ivvi) if, after giving effect to any reduction or termination of the Aggregate USD Revolving Credit Commitments, the Letter of Credit L/C-BA Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate USD Revolving Credit Commitments, such Sublimit the applicable sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

Optional. The Borrowers Borrower may, upon notice by the Company to the Administrative Agent and without penalty or premium(which notice may, at the Borrower’s election, be conditioned upon the consummation of a refinancing, provided the Borrower shall compensate each Lender for any additional amounts required pursuant to Section 3.05 suffered as a result of any notice that is conditioned upon the consummation of a refinancing), (x) terminate the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving Credit Commitments or (y) prior to the Original Maturity Date, terminate the Original Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice (which may be in electronic form) shall be received by the Administrative Agent not later than 11:00 a.m. five three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrower shall not (x) terminate or reduce (A) the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, Commitments or (Cy) terminate the Swing Line Sublimit Original Commitments if, after giving effect thereto and to any concurrent prepayments hereunderhereunder (including pursuant to Section 2.06(c)), there would be any Total Outstandings in respect of the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit Original Commitments and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit Commitments or the Swing Line SublimitOriginal Commitments. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Original Commitment and Extended Commitment of each Revolving Credit Lender Lender, ratably, according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.. any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower;

Optional. The Borrowers Borrower may, at its option and upon notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Dollar Revolving Credit Commitments, the Letter of Multicurrency Revolving Credit Sublimit Commitments and/or or the Swing Line Sublimitunused portion of the Term Loan Commitments, or from time to time permanently reduce in part the Aggregate Dollar Revolving Credit Commitments, the Letter Multicurrency Revolving Credit Commitments and/or the unused portion of Credit Sublimit or the Swing Line SublimitTerm Loan Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any reduction of the Dollar Revolving Credit Facility or the Multicurrency Revolving Credit Facility shall be applied pro rata between each such Revolving Credit Facility (and the Administrative Agent shall make such application regardless of any contradictory notice from the Borrower), (iii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereofthereof (provided that in the event of a partial reduction to be applied pro rata between the Dollar Revolving Credit Facility and the Multicurrency Revolving Credit Facility pursuant to the immediately preceding subsection (ii), such minimum and multiple shall apply to the entirety of such reduction and not to the reduction applicable to one or the other Revolving Credit Facility), (iiiiv) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Dollar Revolving Credit Commitments or the Multicurrency Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Dollar Revolving Credit Outstandings or the Total Multicurrency Revolving Credit Outstandings, as applicable, would exceed the Aggregate aggregate Dollar Revolving Credit Commitments or the aggregate Multicurrency Revolving Credit Commitments, (B) the Letter of Credit Sublimit ifrespectively, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (ivv) if, after giving effect to any reduction or termination of the Aggregate aggregate Multicurrency Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate aggregate Multicurrency Revolving Credit Commitments, such Swing Line Sublimit 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 Aggregate Dollar Revolving Credit Commitments, the Letter of Multicurrency Revolving Credit Sublimit Commitments or the Swing Line Sublimitunused portion of the Term Loan Commitments. Any reduction of the Aggregate Dollar Revolving Credit Commitments, the Multicurrency Revolving Credit Commitments or the unused portion of the Term Loan Commitments shall be applied to the Revolving Credit applicable Commitment of each Revolving Credit applicable Lender according to its Applicable Revolving Credit PercentagePercentage of the appropriate Facility. All fees accrued until the effective date of any termination of the Aggregate Dollar Revolving Credit Commitments, the Multicurrency Revolving Credit Commitments or the unused portion of the Term Loan Commitments shall be paid on the effective date of such termination, notwithstanding any later payment date provided for herein.

Optional. The Borrowers may, upon Upon at least one Business Day’s prior revocable written notice by the Company (or telephonic notice promptly confirmed in writing) to the Administrative Agent and at the Administrative Agent’s Office (which notice the Administrative Agent shall promptly transmit to each of the Appropriate Lenders), the Borrower shall have the right, without penalty premium or premiumpenalty, on any day, permanently to terminate or reduce the Aggregate Revolving Credit Commitments, the Letter of Credit L/C Sublimit or the Swing Line Sublimit, in each case, in whole or from time to time permanently reduce the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimitin part; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reductionreduction of Revolving Credit Commitments shall apply proportionately and permanently to reduce the Revolving Credit Commitments of each of the Lenders, (ii) any such partial reduction pursuant to this Section 4.2(a) shall be in an aggregate amount in principal of $5,000,000 500,000 or any whole multiple of the amount in principal of $1,000,000 100,000 in excess thereof, thereof and (iii) after giving effect to such termination or reduction and to any prepayments of the Borrowers shall not terminate Revolving Credit Loans, the Swing Line Loans or reduce cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement (including pursuant to Section 5.2), (A) the Aggregate each Lender’s Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Exposure shall not exceed its Revolving Credit Outstandings would exceed Commitment, (B) [reserved], (C) the L/C Sublimit with respect to the L/C Issuers, taken as a whole, shall not be greater than the Aggregate Revolving Credit Commitments, (BD) the Letter L/C Sublimit of Credit Sublimit if, after giving effect thereto, each L/C Issuer shall not be less than the Outstanding Amount of the Letters of Credit issued by such L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit SublimitIssuer, or (CE) the Swing Line Sublimit ifshall not be greater than the Aggregate Revolving Credit Commitments, after giving effect thereto (F) [reserved] and to any concurrent prepayments hereunder, (G) the Outstanding Amount of Swing Line Loans would shall not exceed the Swingline Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

Optional. The Borrowers Company may, upon notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit CommitmentsFacility, the Financial Letter of Credit Sublimit or the Swing Line Sublimit, Sublimit or from time to time permanently reduce the Aggregate Revolving Credit CommitmentsFacility, the Financial Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Company shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit CommitmentsFacility, (B) the Financial Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations with respect to Financial Letters of Credit not fully Cash Collateralized hereunder would exceed the Financial Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit Swing Line Sublimit, and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Financial Letter of Credit Sublimit, the Designated Borrower Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction provided in this Section. The amount of any such reduction shall not be applied to the Aggregate Revolving Credit CommitmentsAlternative Currency Sublimit, the Financial Letter of Credit Sublimit or the Swing Line SublimitDesignated Borrower Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Credit any Commitments hereunder shall be applied to the Revolving Credit applicable Commitment of each Revolving Credit applicable Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit any applicable Facility or Commitments shall be paid on the effective date of such termination. To the extent practicable, each partial reduction in the Financial Letter of Credit Sublimit shall be allocated ratably among the L/C Issuers in accordance with their respective Letter of Credit Commitments with respect to Financial Letters of Credit (or as otherwise agreed among the Company and the L/C Issuers). Notwithstanding the foregoing, if any such notice of complete termination indicates that such termination is to be funded with the proceeds of a New Financing, such notice of complete termination may be revoked or delayed if such New Financing is not consummated on the date specified in such notice. In addition, the Company may, upon notice to the Administrative Agent as set forth above, from time to time terminate or permanently reduce the unused portion of the Term A US Commitments.

Optional. The Borrowers During the Availability Period in respect of the applicable Facility, the Borrower may, upon notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit or Sublimit, the Swing Line Sublimit, the Alternative Currency Sublimit or the Term Facility, or from time to time permanently reduce the Aggregate Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit or Sublimit, the Swing Line Sublimit, the Alternative Currency Sublimit or, prior to the date that Term Loans are drawn, any 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. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit CommitmentsFacility (as so reduced), (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Swing Line Sublimit, (D) the Alternative Currency Sublimit and (iv) if, after giving effect thereto and to any reduction or termination concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Loans denominated in Alternative Currencies would exceed the Alternative Currency Sublimit, (E) the Aggregate Revolving Credit CommitmentsDollar Tranche Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Letter aggregate Outstanding Amount of Credit Sublimit or the Swing Line Sublimit exceeds the amount of Dollar Tranche Loans would exceed the Aggregate Revolving Credit CommitmentsDollar Tranche Commitments (as so reduced), 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 (F) the Aggregate Revolving Credit CommitmentsAlternative Currency Tranche Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Letter aggregate Outstanding Amount of Credit Sublimit or the Swing Line Sublimit. Any reduction of Alternative Currency Tranche Loans would exceed the Aggregate Revolving Credit Alternative Currency Tranche Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination(as so reduced).

Optional. The Borrowers Borrower may, upon notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit or the Swing Line Swingline Sublimit, or from 174721465 time to time permanently reduce the Aggregate Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit or the Swing Line Swingline Sublimit, 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 (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit CommitmentsFacility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Swingline Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Swingline Loans would exceed the Swingline Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit Sublimit.; provided, further that a notice of termination of commitments to result in the Facility Termination Date pursuant to this Section 2.06 may be, if expressly so stated to be, conditional upon the effectiveness of other credit facilities or the Swing Line Sublimit exceeds the amount receipt of the Aggregate Revolving Credit Commitmentsproceeds from the issuance of other Indebtedness or the occurrence of some other identifiable and specified event or condition, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any in which case such notice of termination may be revoked or reduction of extended by the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments shall be applied Borrower (by written notice to the Revolving Credit Commitment of each Revolving Credit Lender according Administrative Agent on or prior to its Applicable Revolving Credit Percentage. All fees accrued until the specified effective date of any termination of prepayment) if such event or condition is not satisfied; provided further that the Aggregate Revolving Credit Commitments shall be paid on the effective date delay or failure of such terminationcontingency shall not relieve the Borrower from its obligations in respect thereof under Section 3.05.

Optional. The Borrowers Company may, upon notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit CommitmentsFacility, the Financial Letter of Credit Sublimit, the Swing Line Sublimit or the Swing Line Sublimit, Performance Letter of Credit Facility or from time to time permanently reduce the Aggregate Revolving Credit CommitmentsFacility, the Financial Letter of Credit Sublimit, the Swing Line Sublimit or the Swing Line SublimitPerformance Letter of Credit Facility; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Company shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit CommitmentsFacility, (B) the Financial Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations with respect to Financial Letters of Credit not fully Cash Collateralized hereunder would exceed the Financial Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit Swing Line Sublimit, or (D) the Performance Letter of Credit Facility if, after giving effect thereto, the Outstanding Amount of L/C Obligations with respect to the Performance Letter of Credit Facility not fully Cash Collateralized hereunder would exceed the Performance Letter of Credit Facility, and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Financial Letter of Credit Sublimit, the Designated Borrower Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. In addition, during the Availability Period in respect of the Term A Facility, the Company may, upon notice to the Administrative Agent as set forth above, from time to time terminate (in whole or in part) the unused portion of the aggregate Term A Commitments. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction provided in this Section. The amount of any such reduction shall not be applied to the Aggregate Revolving Credit CommitmentsAlternative Currency Sublimit, the Financial Letter of Credit Sublimit or the Swing Line SublimitDesignated Borrower Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Credit any Commitments hereunder shall be applied to the Revolving Credit applicable Commitment of each Revolving Credit applicable Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit any applicable Facility or Commitments shall be paid on the effective date of such termination. Notwithstanding the foregoing, if any such notice of complete termination indicates that such termination is to be funded with the proceeds of a New Financing, such notice of complete termination may be revoked or delayed if such New Financing is not consummated on the date specified in such notice.

Optional. The Borrowers may, upon written notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit Commitmentsunused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit Sublimit, or the Swing Line Sublimitunused Revolving Credit Commitments under any Revolving Facility, or from time to time permanently reduce the Aggregate Revolving Credit Commitmentsunused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit Sublimit, or the Swing Line Sublimitunused Revolving Credit Commitments under any Revolving Facility; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments under any Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the amount of the Total Revolving Credit Outstandings Table of Contents under such Revolving Facility would exceed the Aggregate Revolving Credit Commitments, Commitments in respect of such Revolving Facility or (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any Any such notice of termination or reduction of commitments pursuant to this Section 2.05(a) may state that it is conditioned upon the Aggregate Revolving Credit Commitmentsoccurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments shall be applied Borrowers (by written notice to the Revolving Credit Commitment of each Revolving Credit Lender according Administrative Agent on or prior to its Applicable Revolving Credit Percentage. All fees accrued until the specified effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of date) if such terminationcondition is not satisfied.

Optional. The Borrowers mayBorrower shall have the right, upon not less than five Business Days' written notice by the Company to the Administrative Agent and without penalty or premium, to terminate the Aggregate Revolving Credit Commitments or, from time to time, reduce the amount of the Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice reduction shall be received accompanied by prepayment of the Administrative Agent not later than 11:00 a.m. five Business Days prior Loans made hereunder, together with accrued interest on the amount so prepaid to the date of termination or reductionsuch prepayment, to the extent, if any, that the amount of the Aggregate Outstanding Extensions of Credit exceeds the amount of the Revolving Credit Commitments as then reduced, (ii) any such partial termination of the Revolving Credit Commitments shall be accompanied by (A) prepayment in full of the Loans then outstanding hereunder, (B) cash collateralization of all L/C Obligations then outstanding in accordance with the provisions of subsection 2.10, and (C) payment of accrued interest thereon to the date of such prepayment and the payment of any unpaid fees then accrued hereunder (including, without limitation, in respect of any Letters of Credit) and (iii) any termination of the Revolving Credit Commitments while LIBOR Loans are outstanding under the Revolving Credit Commitments and any reduction of the aggregate amount of the Revolving Credit Commitments that reduces the amount of the Revolving Credit Commitments below the principal amount of the LIBOR Loans then outstanding under the Revolving Credit Commitments may be made only on the last day of the respective Interest Periods for such LIBOR Loans. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any such reduction shall be in an aggregate amount of $5,000,000 1,000,000 or any a whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers thereof and shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds permanently the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such terminationthen in effect.

Optional. The Borrowers Borrower may, upon written notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit Commitments, the Letter unused Commitments of Credit Sublimit or the Swing Line Sublimitany Class, or from time to time permanently reduce the Aggregate Revolving Credit Commitments, the Letter unused Commitments of Credit Sublimit or the Swing Line Sublimitany Class; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five two (2) Business Days prior to the date of termination or reduction, reduction and (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof, . The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. It being understood and agreed that (iii1) the Borrowers shall not terminate Borrower may allocate any termination or reduce reduction of Commitments among Classes of Commitments at its direction (A) including, for the Aggregate avoidance of doubt, to the Commitments with respect to any Class of Extended Revolving Credit Commitments if, after giving effect thereto and without any termination or reduction of the Commitments with respect to any concurrent prepayments hereunderExisting Revolving Credit Commitments of the same Specified Existing Revolving Credit Commitment Class) and (2) in connection with the establishment on any date of any Extended Revolving Credit Commitments pursuant to Section 2.15, the Total Existing Revolving Credit Outstandings would exceed Commitments of any one or more Lenders providing any such Extended Revolving Credit Commitments on such date shall be reduced in an amount equal to the Aggregate amount of Specified Existing Revolving Credit Commitments so extended on such date or, if agreed by the Borrower and the Lenders providing such Extended Revolving Credit Commitments, (B) by any greater amount so long as the Letter Borrower prepays the Existing Revolving Credit Loans of such Class owed to such Lenders providing such Extended Revolving Credit Sublimit if, Commitments to the extent necessary to ensure that after giving effect theretoto such repayment or reduction, the Outstanding Amount Existing Revolving Credit Loans of L/C Obligations not fully Cash Collateralized hereunder would exceed such Class are held by the Letter Lenders of such Class on a pro rata basis in accordance with their Existing Revolving Credit Sublimit, or (C) the Swing Line Sublimit if, Commitments of such Class after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) if, such reduction; provided that after giving effect to any such reduction or termination and to the repayment of the Aggregate Revolving Credit Commitmentsany Loans made on such date, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the aggregate amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders revolving credit exposure of any such notice of termination or reduction of Lender does not exceed the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Existing Revolving Credit Commitment of each thereof (such revolving credit exposure and Revolving Credit Lender according to its Applicable Commitment being determined in each case, for the avoidance of doubt, exclusive of such Lender’s Extended Revolving Credit Percentage. All fees accrued until the effective date of Commitment and any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such terminationexposure in respect thereof).

Optional. The Borrowers Borrower Representative may, upon written notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit Commitments, the Letter unused Commitments of Credit Sublimit or the Swing Line Sublimitany Class, or from time to time permanently reduce the Aggregate Revolving Credit Commitments, the Letter unused Commitments of Credit Sublimit or the Swing Line Sublimitany Class; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof, thereof and (iii) the Borrowers Borrower Representative shall not terminate or reduce reduce, (AA)(x) the Aggregate US Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total US Revolving Credit Outstandings would exceed the Aggregate US Revolving Credit Commitments or (y) the Multicurrency Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Multicurrency Revolving Outstandings would exceed the Aggregate Multicurrency Revolving Credit Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of all L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, Sublimit or (C) the Swing Line Swingline Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line all Swingline Loans would exceed the Swingline Sublimit; provided, further, that, upon any such partial reduction of the Letter of Credit Sublimit or the Swingline Sublimit, unless the Borrower Representative, the Administrative Agent and (iv) ifthe relevant L/C Issuer or the Swingline Lender, as the case may be, otherwise agree, the commitment of each L/C Issuer or the Swingline Lender to issue Letters of Credit or extend Swingline Loans, as applicable, will be reduced proportionately by the amount of such reduction. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swingline Sublimit unless, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit Swingline Sublimit, as the case may be, exceeds the amount of the Aggregate Revolving Credit CommitmentsFacility, in which case such Sublimit sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify Notwithstanding the Lenders of foregoing, the Borrower Representative may rescind or postpone any such notice of termination or reduction of the Aggregate Revolving Credit CommitmentsCommitments if such termination would have resulted from a refinancing, the Letter of Credit Sublimit which refinancing shall not be consummated or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments otherwise shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.delayed

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

Optional. The Borrowers Borrower may, upon notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit CommitmentsFacility, the Financial/Commercial Letter of Credit Sublimit, the Swing Line Sublimit or the Swing Line SublimitPerformance Letter of Credit Facility, or from time to time permanently reduce the Aggregate Revolving Credit CommitmentsFacility, the Financial/Commercial Letter of Credit Sublimit, the Swing Line Sublimit or the Swing Line SublimitPerformance Letter of Credit Facility; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent prepayments and Cash Collateralization of L/C Obligations hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit CommitmentsFacility, (B) the Financial/Commercial Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations with respect to all Financial Letters of Credit and Commercial Letters of Credit not fully Cash Collateralized hereunder would exceed the Financial/Commercial Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and Swing Line Sublimit, or (D) the Performance Letter of Credit Facility if, after giving effect thereto, the Outstanding Amount of L/C Obligations with respect to the Performance Letter of Credit Facility not fully Cash Collateralized hereunder would exceed the Performance Letter of Credit Facility, (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Financial/Commercial Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit sublimit shall be automatically reduced by the amount of such excessexcess and (v) any notice of termination or reduction of the Commitments, the Financial/Commercial Letter of Credit Sublimit or the Swing Line Sublimit delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other transactions specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimitprovided in this Section. Any reduction of the Aggregate Revolving Credit any Commitments hereunder shall be applied to the Revolving Credit applicable Commitment of each Revolving Credit applicable Lender according to its Applicable Revolving Percentage. To the extent practicable, each partial reduction in the Financial/Commercial Letter of Credit PercentageSublimit shall be allocated ratably among the L/C Issuers in accordance with their respective Letter of Credit Commitments with respect to Financial Letters of Credit and Commercial Letters of Credit (or as otherwise agreed among the Borrower and the L/C Issuers). All fees accrued until the effective date of any termination of the Aggregate Revolving Credit any applicable Facility or Commitments shall be paid on the effective date of such termination. Notwithstanding the foregoing, if any such notice of complete termination indicates that such termination is to be funded with the proceeds of a New Financing, such notice of complete termination may be revoked or delayed if such New Financing is not consummated on the date specified in such notice.

Optional. The Borrowers Borrower may, upon notice by the Company to the Administrative Agent and without penalty or premiumPaying Agent, terminate the Aggregate Revolving Credit unused portions of the Term Commitments, the Letter of Credit Sublimit, the Committed Currency Sublimit or the Swing Line Sublimitunused Revolving Credit Commitments, or from time to time permanently reduce the Aggregate Revolving Credit unused portions of the Term Commitments, the Letter of Credit Sublimit, the Committed Currency Sublimit or the Swing Line Sublimitunused Revolving Credit Commitments; provided that (i) any such notice shall be received by the Administrative Paying Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate unused portions of the Term Commitments, the Letter of Credit Sublimit, the Committed Currency Sublimit or the unused Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit, the Swing line Sublimit or the Swing Line Committed Currency Sublimit exceeds the amount of the Aggregate Revolving Credit CommitmentsFacility, such Letter of Credit Sublimit, Swing Line Sublimit or Committed Currency Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify Notwithstanding anything in this Section 2.06(a) to the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitmentscontrary, the Letter of Credit Sublimit Borrower shall not be permitted to terminate or reduce the Swing Line Sublimit. Any reduction of the Aggregate unused Revolving Credit Commitments shall be applied at any time prior to the Revolving Credit Commitment repayment in full of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until all Term Loans and the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.all Term Commitments. (b)

Optional. The Borrowers Borrower may, upon notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate unused portion of the U.S. Revolving Credit Commitments, the Letter of Credit Sublimit Multicurrency Revolving Commitments or the Swing Line SublimitDelayed Draw Commitments, or from time to time permanently reduce the Aggregate unused U.S. Revolving Credit Commitments, Multicurrency Revolving Commitments, Delayed Draw Commitments, the Letter of Credit L/C Sublimit or the Swing Line Swingline Sublimit; provided that (ia) any each such notice shall be in writing and must be received by the Administrative Agent not later than 11:00 a.m. five at least three Business Days prior to the effective date of such termination or reduction, and shall be irrevocable (iiprovided that a notice of termination of the Revolving Commitments or the Delayed Draw Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities or other events, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied), (b) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole a larger multiple of $1,000,000 in excess thereof, and (iiic) the Borrowers Borrower shall not terminate or reduce (Ai) (x) the Aggregate U.S. Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total U.S. Revolving Credit Outstandings would exceed the Aggregate U.S. Revolving Credit Commitments or (y) the Multicurrency Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the 109 NY\6127033.17 Total Multicurrency Revolving Outstandings would exceed the Aggregate Multicurrency Revolving Commitments, (Bii) the Letter of Credit L/C Sublimit if, after giving effect thereto, the Outstanding Amount of all L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, L/C Sublimit or (Ciii) the Swing Line Swingline Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line all Swingline Loans would exceed the Swingline Sublimit and (iv) ifSublimit; provided, after giving effect to further, that, upon any such partial reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit L/C Sublimit or the Swing Line Sublimit exceeds Swingline Sublimit, unless the amount Borrower, the Administrative Agent and the applicable L/C Issuer or the Swingline Lender, as the case may be, otherwise agree, the commitment of each L/C Issuer or the Aggregate Revolving Swingline Lender to issue Letters of Credit Commitmentsor extend Swingline Loans, such Sublimit shall as applicable, will be automatically reduced proportionately by the amount of such excessreduction. The Administrative Agent will promptly notify the Lenders For avoidance of any such notice of termination or reduction of the Aggregate Revolving Credit Commitmentsdoubt, the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any upon termination of the Aggregate Revolving Credit Commitments in full, the L/C Sublimit and the Swingline Sublimit shall automatically terminate. Unless previously terminated, (x) the Revolving Commitments shall be paid automatically terminate on the effective date specified in clause (a) of such terminationthe definition of “Maturity Date” and (y) the Delayed Draw Commitments shall automatically terminate on the Delayed Draw Commitment Termination Date. Furthermore, subject to clause (a) and clause (c) of the first sentence of this Section 2.06(a), the Borrower may terminate in whole the Revolving Commitment or Delayed Draw Commitment of any Defaulting Lender.

Optional. The Borrowers Company may, upon written notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving Credit Commitments, the Letter Commitments of Credit Sublimit or the Swing Line Sublimitany Tranche; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five one Business Days Day prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount (A) of $5,000,000 500,000 or any whole multiple of $1,000,000 100,000 in excess thereof, thereof or (iiiB) the Borrowers shall not terminate or reduce (A) equal to the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitmentsof such Tranche at such time, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iviii) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or Sublimit, the Swing Line Sublimit. Any reduction , the US Dollar Revolving Credit Facility or the Multicurrency Revolving Credit Facility exceeds the amount of the Aggregate Revolving Credit Commitments Commitments, such sublimit or facility commitments shall be applied to automatically reduced by the amount of such excess, (iv) so long as the 2014 US Dollar Revolving Credit Commitment of each Commitments are outstanding, the Borrowers shall not reduce or terminate the US Dollar Revolving Credit Lender according to its Applicable Commitments of either Tranche under this paragraph unless they shall simultaneously and ratably reduce or terminate, as applicable, the corresponding US Dollar Revolving Credit Percentage. All fees accrued until Commitments of the effective date of other Tranche (it being understood and agreed that the Company may reduce or terminate 2014 US Dollar Revolving Credit Commitments under this paragraph without making any corresponding reduction or termination of the Aggregate 2017 US Dollar Revolving Credit Commitments) and (v) so long as the 2014 Multicurrency Revolving Credit Commitments are outstanding, the Borrowers shall not reduce or terminate the Multicurrency Revolving Credit Commitments of either Tranche under this paragraph unless they shall simultaneously and ratably reduce or terminate, as applicable, the corresponding Multicurrency Dollar Revolving Credit Commitments of the other Tranche (it being understood and agreed that the Company may reduce or terminate 2014 Multicurrency Revolving Credit Commitments under this paragraph without making any corresponding reduction or termination of the 2017 Multicurrency Revolving Credit Commitments). Notwithstanding the foregoing, the Company may rescind or postpone any notice of reduction or termination of any Series of Revolving Credit Commitments if such reduction or termination would have resulted from a refinancing of all or any part of the Facilities, which refinancing shall not be consummated or otherwise shall be paid on the effective date of such terminationdelayed.

Optional. The Borrowers Borrower may, upon notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit CommitmentsCommitments of either Class, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving Credit CommitmentsCommitments of either Class, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit CommitmentsFacility, (B) the Multicurrency Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Multicurrency Revolving Credit Outstandings would exceed the Multicurrency Revolving Credit Facility, (C) the US Dollar Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total US Dollar Revolving Credit Outstandings would exceed the US Dollar Revolving Credit Facility, (D) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (CE) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction ; provided that any notice so given to the Administrative Agent in connection with a refinancing of all Obligations (other than contingent indemnification obligations) may be conditional on the effectiveness of the Aggregate Revolving Credit Commitments shall replacement credit agreement or other similar document and may be applied revoked by the Borrower if such condition is not satisfied, subject to the Revolving Credit Commitment provisions of each Revolving Credit Lender according to its Applicable Revolving Credit PercentageSection 3.05. All fees accrued until In addition, during the effective date of any termination Availability Period in respect of the Aggregate Revolving Credit Commitments shall be paid on Term A Facility, the effective date 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 such terminationthe aggregate Term A Commitments.

Optional. The Borrowers Borrower may, upon written notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit Commitmentsunused Commitments (with “unused” for this Section 2.06 meaning, the Letter for any portion of any Commitment, that no Loans or participations in Letters of Credit Sublimit or the Swing Line SublimitLoans exist in respect of such portion of such Commitment) of any Class, or from time to time permanently reduce the Aggregate Revolving Credit Commitmentsunused Commitments of any Class, the Letter of Credit Sublimit in each case without premium or the Swing Line Sublimitpenalty; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (3) Business Days Day prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 5,000,000, or any whole multiple of $1,000,000 in excess thereof or, if less, the entire amount thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit CommitmentsFacilities, such Sublimit sublimit shall be automatically reduced by the amount of such excess, (iv) prior to the Maturity Date for the Series C Revolving Credit Facility, after giving effect to such reduction or termination, the Series A Revolving Credit Exposure, the Series B Revolving Credit Exposure and Series D Revolving Credit Exposure of each Series A Revolving Credit Lender, each Series B Revolving Credit Lender and each Series D Revolving Credit Lender that is not a Defaulting Lender (after giving effect to the reallocations referred to in Sections 2.03(p) and 2.04(h) as if such reallocations were to occur on such date) shall not exceed the Series A Revolving Credit Commitment of such Series A Revolving Credit Lender, the Series B Revolving Credit Commitment of such Series B Revolving Credit Lender or the Series D Revolving Credit Commitment of such Series D Revolving Credit Lender, respectively and (v) prior to the Maturity Date for the Series D Revolving Credit Facility, after giving effect to such reduction or termination, the Series A Revolving Credit Exposure and the Series B Revolving Credit Exposure of each Series A Revolving Credit Lender and each Series B Revolving Credit Lender that is not a Defaulting Lender (after giving effect to the reallocations referred to in Sections 2.03(q) and 2.04(i) as if such reallocations were to occur on such date) shall not exceed the Series A Revolving Credit Commitment of such Series A Revolving Credit Lender or the Series B Revolving Credit Commitment of such Series B Revolving Credit Lender, respectively. The Administrative Agent will promptly notify Except as provided above, the Lenders amount of any such notice of termination or Commitment reduction of the Aggregate Revolving Credit Commitments, shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction Sublimit unless otherwise specified by the Borrower provided, further, that terminations of the Aggregate any unused Revolving Credit Commitments shall be applied made (x) prior to the Revolving Credit Commitment of each Revolving Credit Lender according Maturity Date applicable to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Series C Revolving Credit Commitments ratably among the Series A Revolving Credit Commitments, the Series B Revolving Credit Commitments, the Series C Revolving Credit Commitments and the Series D Revolving Credit Commitments, (y) on and after the Maturity Date applicable to the Series C Revolving Credit Commitments but prior to the Maturity Date applicable to the Series D Revolving Credit Commitments, ratably among the Series A Revolving Credit Commitments, the Series B Revolving Credit Commitments and the Series D Revolving Credit Commitments, and (z) on and after the Maturity Date applicable to the Series D Revolving Credit Commitments ratably among the Series A Revolving Credit Commitments and the Series B Revolving Credit Commitments. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of any Commitments if such termination would have resulted from a refinancing of all of the applicable Facility, which refinancing shall not be consummated or otherwise shall be paid on the effective date of such terminationdelayed.

Optional. The Borrowers Borrower may, upon written notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit Commitments, the Letter unused Commitments of Credit Sublimit or the Swing Line Sublimitany Class, or from time to time permanently reduce the Aggregate Revolving Credit Commitments, the Letter unused Commitments of Credit Sublimit or the Swing Line Sublimitany Class; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 500,000 or any whole multiple of $1,000,000 100,000 in excess thereof, thereof and (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Dollar Revolving Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Dollar Revolving Credit CommitmentsFacility, such Sublimit sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders amount of any such notice of termination or Commitment reduction of shall not be applied to the Aggregate Dollar Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line SublimitSublimit unless otherwise specified by the Borrower. Any Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or otherwise shall be delayed. At their option, Borrowers may at any time terminate, or from time to time permanently reduce, the Post-First Amendment and Restatement Credit- Linked Deposits; provided that (i) each reduction of the Aggregate Revolving Credit Commitments Post-First Amendment and Restatement Credit-Linked Deposits shall be applied in an amount that is an integral multiple of $100,000 and not less than $500,000 and (ii) the Post-First Amendment and Restatement Credit-Linked Deposits shall not be terminated or reduced if, after giving effect thereto, the aggregate amount of Post-First Amendment and Restatement Synthetic L/C Exposure would exceed the aggregate amount of Post-First Amendment and Restatement Credit-Linked Deposits. In the case of a termination or reduction of the Credit-Linked Deposits pursuant to the Revolving Credit Commitment of each Revolving Credit Lender according previous sentence and, so long as the Post-First Amendment and Restatement LC Exposure (other than to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination extent such LC Exposure is cash collateralized on terms satisfactory to the Synthetic Issuing Bank and the Administrative Agent) as of the Aggregate Revolving Credit Commitments Maturity Date shall be paid not exceed zero, at the Maturity Date, the Administrative Agent shall return to the Post-First Amendment and Restatement Synthetic L/C Lenders, from the Credit-Linked Deposit Account on the effective date of such terminationa pro rata basis.

Optional. The Borrowers may, upon written notice by the Company Borrower Representative (on behalf of the Borrowers) to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit Commitmentsunused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit or the Swing Line Sublimitunused Revolving Credit Commitments under any Revolving Tranche, or from time to time permanently reduce the Aggregate Revolving Credit Commitmentsunused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit or the Swing Line Sublimitunused Revolving Credit Commitments under any Revolving Tranche; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of (x) €2,000,000 or any whole multiple of €500,000 in excess thereof in respect of Commitments denominated in Euros and (y) $5,000,000 2,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof, thereof in respect of Commitments denominated in Dollars and (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments under any Tranche of the Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche or (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any Any such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the Aggregate Revolving Credit Commitmentsoccurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments shall be applied Borrower Representative (by written notice to the Revolving Credit Commitment of each Revolving Credit Lender according Administrative Agent on or prior to its Applicable Revolving Credit Percentage. All fees accrued until the specified effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of date) if such terminationcondition is not satisfied.

Optional. The Borrowers Lead Borrower may, upon written notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit Commitments, unused portions of the Letter of Credit Sublimit Sublimit, the Revolving Credit Commitments or the Swing Line SublimitDelayed Draw Term Commitments, or from time to time permanently reduce the Aggregate Revolving Credit Commitments, unused portions of the Letter of Credit Sublimit Sublimit, the Revolving Credit Commitments or the Swing Line SublimitDelayed Draw Term Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers Lead Borrower shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit CommitmentsFacility, or (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit. Each termination or reduction in the Revolving Credit Commitments or Delayed Draw Term Commitments under this Section 2.06(a) shall be made, or (C) at the Swing Line Sublimit ifLead Borrower’s option, after giving effect thereto and to any concurrent prepayments hereunderClass of Revolving Credit Commitments or Delayed Draw Term Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares of such Class. The applicable Borrower shall pay to the Administrative Agent, in each case, for the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) if, after giving effect to any reduction or termination account of the Aggregate Revolving Credit Commitmentsapplicable Lenders, on the Letter date of Credit Sublimit each termination or the Swing Line Sublimit exceeds reduction, any fees on the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments shall be applied or Delayed Draw Term Commitments so terminated or reduced accrued to but excluding the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such terminationtermination or reduction.

Optional. The Borrowers Company may, upon notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving (USD) Commitments, the Aggregate (MC) Commitments, the Alternative Currency Letter of Credit CommitmentsSublimit, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving (USD) Commitments, the Aggregate (MC) Commitments, the Alternative Currency Letter of Credit CommitmentsSublimit, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five 12:00 noon 150575819 three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof, thereof and (iii) the Borrowers Company shall not terminate or reduce (A) the Aggregate Revolving Credit (USD) Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit (USD) Outstandings would exceed the Aggregate Revolving Credit (USD) Commitments, (B) the Aggregate (MC) Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Outstanding Amount of all Committed (MC) Loans would exceed the Aggregate (MC) Commitments, (C) the Alternative Currency Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations with respect to Letters of Credit and Bankers’ Acceptances denominated in an Alternative Currency not fully Cash Collateralized hereunder would exceed the Alternative Currency Letter of Credit Sublimit, (D) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations with respect to Letters of Credit and Bankers’ Acceptances not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, Sublimit or (CE) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunderthereto, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

Optional. The Borrowers Borrower may, upon notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit or the Swing Line Sublimit, Sublimit or from time to time permanently reduce the Aggregate Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit CommitmentsFacility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, Sublimit or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) if, after giving effect to any Swing Line Sublimit. A notice of termination or reduction or termination of the Aggregate Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds delivered by the amount Borrower may state that such notice is conditioned upon the effectiveness of any facility or instrument refinancing all or a portion of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction of the Aggregate outstanding Revolving Credit Commitments shall or upon the consummation of an acquisition transaction, in which case such notice may be applied revoked by the Borrower (by notice to the Revolving Credit Commitment of each Revolving Credit Lender according Administrative Agent on or prior to its Applicable Revolving Credit Percentage. All fees accrued until the specified effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of date) if such terminationcondition is not satisfied.

Optional. The Borrowers Borrower may, upon notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit or Sublimit, the Non-Cash Management Swing Line SublimitSublimit or, subject to the terms of the Autoborrow Agreement, the Cash Management Swing Line Sublimit or from time to time permanently reduce the Aggregate Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit or Sublimit, the Non-Cash Management Swing Line SublimitSublimit or, subject to the terms of the Autoborrow Agreement, the Cash Management Swing Line Sublimit without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five 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 $5,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the sum of (1) Total Revolving Credit Outstandings plus (2) the Cash Management Swing Line Sublimit would exceed the Aggregate Revolving Credit CommitmentsFacility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Cash Management Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Cash Management Swing Line Loans would exceed the Swingline Cash Management Swing Line Sublimit and or (ivD) the Non-Cash Management Swing Line Sublimit if, after giving effect thereto and to any reduction or termination of the Aggregate Revolving Credit Commitmentsconcurrent prepayments hereunder, the Letter Outstanding Amount of Credit Sublimit or the Non-Cash Management Swing Line Sublimit exceeds Loans would exceed the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such Non-Cash Management Swing Line Sublimit; provided further that a notice of termination or reduction delivered by Borrower hereunder may state that such notice is conditioned upon the effectiveness of other credit facilities or the closing of another transactions, the proceeds of which will be used to prepay any outstanding Loans, in which case such termination or reduction may be conditional upon the effectiveness of such other credit facilities or the closing of such other transaction. Unless otherwise specified by the Borrower in such notice, any termination or reduction of the Aggregate Revolving Credit Commitments, Cash Management Swing Line Sublimit shall not terminate or reduce the Letter of Credit Sublimit or the Non-Cash Management Swing Line Sublimit. Any reduction Notwithstanding anything to the contrary contained herein, the Cash Management Swing Line Lender may upon prior written notice to the Administrative Agent and the Borrower terminate the Cash Management Swing Line Sublimit pursuant to and in accordance with the terms of the Aggregate Revolving Credit Commitments Autoborrow Agreement and upon such termination the Cash Management Swing Line Lender shall cease to be a Swing Line Lender hereunder and shall be applied discharged from its duties and obligations as a Swing Line Lender hereunder and under the other Loan Document; provided that it shall retain all the rights of a Swing Line Lender provided for hereunder with respect to the Revolving Credit Commitment Cash Management Swing Line Loans made by it and outstanding as of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination, including the right to require the Lenders to make Base Rate Loans or fund risk participations in any such outstanding Cash Management Swing Line Loans pursuant to Section 2.04(c). Any such termination of the Autoborrow Agreement shall not, unless specifically requested by the Borrower, reduce the amount of the Swing Line Sublimit.

Optional. (i) The Borrowers mayBorrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, upon subject to prior notice in accordance with the provisions of this Section 2.11. The Borrower shall notify the Administrative Agent by telephone (confirmed by electronic mail) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, one (1) Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that a notice of prepayment delivered by the Company Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other transactions specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent and without penalty on or premium, terminate prior to the Aggregate Revolving Credit Commitments, the Letter specified effective date) if such condition is not satisfied. Promptly following receipt of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by relating to a Borrowing, the Administrative Agent not later than 11:00 a.m. five Business Days prior to shall advise the date Lenders of termination or reduction, (ii) the contents thereof. Each partial prepayment of any such partial reduction Borrowing shall be in an aggregate amount of $5,000,000 or any whole that is an integral multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall and not terminate or reduce (A) the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, (B) the Letter less than $5,000,000. Each prepayment of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit an Initial Term Loan Borrowing shall be automatically reduced by applied ratably to the amount of such excess. The Administrative Agent will promptly notify Initial Term Loans included in the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments prepaid Initial Term Loan Borrowing and shall be applied to the Revolving Credit Commitment remaining amortization payments under Section 2.10(a) in such order of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until application as directed by the effective date of Borrower (and, absent any termination of the Aggregate Revolving Credit Commitments such direction, shall be paid on applied to the effective date remaining amortization payments under Section 2.10(a) in the direct order of such terminationmaturity thereof). Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) break funding payments pursuant to Section 2.16.

Optional. The Borrowers Company may, upon notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit CommitmentsFacility, the Financial Letter of Credit Sublimit or the Swing Line Sublimit, Sublimit or from time to time permanently reduce the Aggregate Revolving Credit CommitmentsFacility, the Financial Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Company shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit CommitmentsFacility, (B) the Financial Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations with respect to Financial Letters of Credit not fully Cash Collateralized hereunder would exceed the Financial Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit Swing Line Sublimit, and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Financial Letter of Credit Sublimit, the Designated Borrower Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction provided in this Section. The amount of any such reduction shall not be applied to the Aggregate Revolving Credit CommitmentsAlternative Currency Sublimit, the Financial Letter of Credit Sublimit or the Swing Line SublimitDesignated Borrower Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Credit any Commitments hereunder shall be applied to the Revolving Credit applicable Commitment of each Revolving Credit applicable Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit any applicable Facility or Commitments shall be paid on the effective date of such termination.. To the extent practicable, each partial reduction in the Financial Letter of Credit Sublimit shall be allocated ratably among the L/C Issuers in accordance with their respective Letter of Credit Commitments with respect to Financial Letters of Credit (or as otherwise agreed among the Company and the L/C Issuers). Notwithstanding the foregoing, if any such notice of complete termination indicates that such termination is to be funded with the proceeds of a New Financing, such notice of complete termination may be revoked or delayed if such New Financing is not consummated on the date specified in such notice. 100

Optional. The Borrowers Company may, upon notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit CommitmentsFacility, the Financial Letter of Credit Sublimit or the Swing Line Sublimit, Sublimit or from time to time permanently reduce the Aggregate Revolving Credit CommitmentsFacility, the Financial Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Company shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit CommitmentsFacility, (B) the Financial Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations with respect to Financial Letters of Credit not fully Cash Collateralized hereunder would exceed the Financial Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit Swing Line Sublimit, and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Financial Letter of Credit Sublimit, the Designated Borrower Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. In addition, during the Availability Period in respect of the Term A-1 Facility, the Company may, upon notice to the Administrative Agent as set forth above, from time to time terminate (in whole or in part) the unused portion of the aggregate Term A-1 Commitments. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction provided in this Section. The amount of any such reduction shall not be applied to the Aggregate Revolving Credit CommitmentsAlternative Currency Sublimit, the Financial Letter of Credit Sublimit or the Swing Line SublimitDesignated Borrower Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Credit any Commitments hereunder shall be applied to the Revolving Credit applicable Commitment of each Revolving Credit applicable Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit any applicable Facility or Commitments shall be paid on the effective date of such termination. To the extent practicable, each partial reduction in the Financial Letter of Credit Sublimit shall be allocated ratably among the L/C Issuers in accordance with their respective Letter of Credit Commitments with respect to Financial Letters of Credit (or as otherwise agreed among the Company and the L/C Issuers). Notwithstanding the foregoing, if any such notice of complete termination indicates that such termination is to be funded with the proceeds of a New Financing, such notice of complete termination may be revoked or delayed if such New Financing is not consummated on the date specified in such notice.

Optional. The Borrowers Company may, upon notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving (USD) Commitments, the Aggregate (MC) Commitments, the Alternative Currency Letter of Credit CommitmentsSublimit, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving (USD) Commitments, the Aggregate (MC) Commitments, the Alternative Currency Letter of Credit CommitmentsSublimit, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five 12:00 noon three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof, thereof and (iii) the Borrowers Company shall not terminate or reduce (A) the Aggregate Revolving Credit (USD) Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit (USD) Outstandings would exceed the Aggregate Revolving Credit (USD) Commitments, (B) the Aggregate (MC) Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Outstanding Amount of all Committed (MC) Loans would exceed the Aggregate (MC) Commitments, (C) the Alternative Currency Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations with respect to Letters of Credit and Bankers’ Acceptances denominated in an Alternative Currency not fully Cash Collateralized hereunder would exceed the Alternative Currency Letter of Credit Sublimit, (D) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations with respect to Letters of Credit and Bankers’ Acceptances not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, Sublimit or (CE) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunderthereto, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction In addition, during the Term Loan Draw Period, the Company may, upon notice to the Administrative Agent as set forth above, from time to time terminate (in whole or in part) the unused portion of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such terminationTerm Loan Commitments.

Optional. The Borrowers Borrower may, upon written notice by the Company Borrower to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit Commitmentsunused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit Sublimit, or the Swing Line Sublimitunused Revolving Credit Commitments under any Revolving Tranche, or from time to time permanently reduce the Aggregate Revolving Credit Commitmentsunused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit Sublimit, or the Swing Line Sublimitunused Revolving Credit Commitments under any Revolving Tranche; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 500,000 or any whole multiple of $1,000,000 100,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments under any Tranche of the Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit CommitmentsFacility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche, or (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any Any such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the Aggregate Revolving Credit Commitmentsoccurrence or non-occurrence of any event specified therein (including the effectiveness of 95 other credit facilities), in which case such notice may be revoked by the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments shall be applied Borrower (by written notice to the Revolving Credit Commitment Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. For the avoidance of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any doubt, (i) upon termination of the Aggregate Revolving Commitments and payment in full of all Obligations in cash and in immediately available funds (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) and the expiration without any pending drawing or termination of all Letters of Credit Commitments (other than Letters of Credit which have been Cash Collateralized or as to which arrangements satisfactory to the L/C Issuer that issued such Letters of Credit shall be paid on have been made), this Agreement shall automatically terminate and the effective date of such terminationAdministrative Agent shall comply with Section 9.01(c) and Section 9.11.

Optional. The Borrowers Company may, upon notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving (USD) Commitments, the Aggregate (MC) Commitments, the Alternative Currency Letter of Credit CommitmentsSublimit, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving (USD) Commitments, the Aggregate (MC) Commitments, the Alternative Currency Letter of Credit CommitmentsSublimit, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five 12:00 noon three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1,000,000 or any whole multiple of $1,000,000 100,000 119889268 in excess thereof, thereof and (iii) the Borrowers Company shall not terminate or reduce (A) the Aggregate Revolving Credit (USD) Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit (USD) Outstandings would exceed the Aggregate Revolving Credit (USD) Commitments, (B) the Aggregate (MC) Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Outstanding Amount of all Committed (MC) Loans would exceed the Aggregate (MC) Commitments, (C) the Alternative Currency Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations with respect to Letters of Credit and Bankers’ Acceptances denominated in an Alternative Currency not fully Cash Collateralized hereunder would exceed the Alternative Currency Letter of Credit Sublimit, (D) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations with respect to Letters of Credit and Bankers’ Acceptances not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, Sublimit or (CE) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunderthereto, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

Optional. The Borrowers may, upon notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit CommitmentsFacility, (B) the Letter of Credit Sublimit Sublimit, if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) ifSwing Line Sublimit. In addition, after giving effect to any reduction or termination during the Availability Period in respect of the Aggregate Revolving Credit CommitmentsTerm Facility, the Letter of Credit Sublimit Borrowers may, upon notice to the Administrative Agent as set forth above, from time to time terminate (in whole or in part) the Swing Line Sublimit exceeds the amount unused portion of the Aggregate Revolving Credit aggregate Term Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

Optional. The Borrowers Company may, upon notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line SublimitFacility, or from time to time permanently reduce the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line SublimitFacility; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Company shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit CommitmentsFacility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit CommitmentsFacility, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Designated Borrower Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit CommitmentsFacility, in each case such Sublimit sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit CommitmentsFacility. Except as provided in clause (iv) of the immediately preceding sentence, the amount of any reduction of the Revolving Credit Facility shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit or unless otherwise specified by the Swing Line SublimitCompany. Any reduction of the Aggregate Revolving Credit Commitments Facility shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments Facility shall be paid on the effective date of such termination.. BOI-39221v8

Optional. The Borrowers Borrower may, upon notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 2,000,000 or any whole multiple of $1,000,000 500,000 in excess thereofthereof or such lesser amount as is equal to the entire unused balance of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, as applicable, (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Swing Line Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit. The amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit or Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of all of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination. A notice of termination or reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit delivered by the Borrower may state that such notice is conditioned upon the effectiveness of any facility or instrument refinancing all or a portion of the outstanding Term Loans or Revolving Credit Commitments or upon the consummation of an acquisition transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Optional. The Borrowers Borrower may, upon written notice by the Company Borrower to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit Commitments, unused portions of the Commitments under any Term Loan Tranche or terminate the Letter of Credit Sublimit, the Swingline Sublimit or the Swing Line Sublimitunused Revolving Credit Commitments under any Revolving Tranche, or from time to time permanently reduce the Aggregate Revolving Credit Commitments, unused portions of the Commitments under any Term Loan Tranche or permanently reduce the Letter of Credit Sublimit or the Swing Line Sublimitunused Revolving Credit Commitments under any Revolving Tranche; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (3) Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments under any Tranche of the Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit CommitmentsFacility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Swingline Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line outstanding Swingline Loans would exceed the Swingline Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excessSublimit. The Administrative Agent will promptly notify the Lenders of any Any such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the Aggregate Revolving Credit Commitmentsoccurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked or delayed by the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments shall be applied Borrower (by written notice to the Revolving Credit Commitment of each Revolving Credit Lender according Administrative Agent on or prior to its Applicable Revolving Credit Percentagethe specified effective date) if such condition is not satisfied or delayed. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.(b)

Optional. The Borrowers Borrower may, upon written notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit Commitments, unused portions of the Commitments under the Letter of Credit Sublimit Sublimit, or the Swing Line Sublimitunused Commitments under any Tranche, or from time to time permanently reduce the Aggregate Revolving Credit Commitments, unused portions of the Commitments under the Letter of Credit Sublimit Sublimit, or the Swing Line Sublimitunused Commitments under any Tranche; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (3) Business Days (or such shorter period as the Administrative Agent shall agree in its reasonable discretion) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 500,000 or any whole multiple of $1,000,000 100,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments under any Tranche if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit CommitmentsFacility or (y) the Total Outstandings with respect to such Tranche would exceed the Commitments under such Tranche, or (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any Any such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the Aggregate Revolving Credit Commitmentsoccurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments shall be applied Borrower (by written notice to the Revolving Credit Commitment Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. For the avoidance of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any doubt, (i) upon termination of the Aggregate Revolving Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) and the expiration with no pending drawings or termination of all Letters of Credit Commitments (other than Letters of Credit which have been Cash Collateralized or as to which arrangements reasonably satisfactory to the L/C Issuer that issued such Letters of Credit shall be paid on have been made), this Agreement shall automatically terminate and the effective date of such terminationAdministrative Agent shall comply with Section 9.01(c) and Section 9.11.

Optional. The Borrowers may, upon written notice by the Company Parent Borrower to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit Commitmentsunused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit Sublimit, or the Swing Line Sublimitunused Revolving Credit Commitments under any Revolving Tranche, or from time to time permanently reduce the Aggregate Revolving Credit Commitmentsunused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit Sublimit, or the Swing Line Sublimitunused Revolving Credit Commitments under any Revolving Tranche; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 500,000 or any whole multiple of $1,000,000 100,000 in excess thereof, thereof and (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments under any Tranche of the Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit CommitmentsFacility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche, or (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any Any such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the Aggregate Revolving Credit Commitmentsoccurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments shall be applied Parent Borrower (by written notice to the Revolving Credit Commitment Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. For the avoidance of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any doubt, (i) upon termination of the Aggregate Revolving Commitments and payment in full of all Obligations in cash and in immediately available funds (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) and the expiration without any pending drawing or termination of all Letters of Credit Commitments (other than Letters of Credit which have been Cash Collateralized), this Agreement shall be paid on automatically terminate and the effective date of such termination.Administrative Agent shall comply with Section 9.01(c) and Section 9.11. (b)

Optional. The Borrowers Company may, upon notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving Credit Commitments, Commitments to an amount not less than the Letter Total Revolving Outstandings (after giving effect to any concurrent prepayment of Credit Sublimit or the Swing Line SublimitRevolving Loans); provided that (iA) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five 2:00 p.m. three (3) Business Days prior to the date of termination or reduction, (iiB) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swingline Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Alternative Currency Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit sublimit shall be automatically reduced by the amount of such excessexcess and (D) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Except as provided in clause (C) of the preceding sentence, the amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit or unless otherwise specified by the Swing Line SublimitCompany. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued with respect thereto until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

Optional. The Borrowers Borrower may, upon notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit or the Swing Line Swingline Sublimit, or from time to time permanently reduce the Aggregate Revolving Credit CommitmentsFacility, the Letter of Credit Sublimit or the Swing Line Swingline Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. 12:00 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 $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit CommitmentsFacility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Swingline Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Swingline Loans would exceed the Swingline Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or Sublimit. In addition, during the Swing Line Sublimit exceeds the amount Availability Period in respect of the Aggregate Revolving Credit CommitmentsTerm Facility, such Sublimit shall be automatically reduced by the amount of such excess. The Borrower may, upon notice to the Administrative Agent will promptly notify as set forth above, from time to time terminate (in whole or in part) the Lenders unused portion of the aggregate Term Commitments; provided that any such notice of termination or permanent reduction may be conditional on the effectiveness of a replacement credit agreement (or other similar document) or the receipt of proceeds of the Aggregate Revolving Credit Commitments, issuance of Indebtedness or some other identifiable event or condition and may be revoked by the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments shall be applied Company (by written notice to the Revolving Credit Commitment of each Revolving Credit Lender according Administrative Agent at least one (1) Business Day prior to its Applicable Revolving Credit Percentagethe specified effective date). All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.(b)

Optional. The Borrowers Borrower Representative may, upon written notice by the Company to the Administrative Agent and without penalty or premiumAgent, terminate the Aggregate Revolving Credit Commitments, the Letter unused Commitments of Credit Sublimit or the Swing Line Sublimitany Class, or from time to time permanently reduce the Aggregate Revolving Credit Commitments, the Letter unused Commitments of Credit Sublimit or the Swing Line Sublimitany Class; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof, thereof and (iii) the Borrowers Borrower Representative shall not terminate or reduce reduce, (AA)(x) the Aggregate US Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total US Revolving Credit Outstandings would exceed the Aggregate US Revolving Credit CommitmentsCommitments or (y) the Multicurrency Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Multicurrency Revolving Outstandings would exceed the Aggregate Multicurrency Revolving Credit Commitments or (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of all L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit; provided, or (C) further, that, upon any such partial reduction of the Swing Line Sublimit ifLetter of Credit Sublimit, after giving effect thereto and to any concurrent prepayments hereunderunless the Borrower Representative, the Outstanding Amount Administrative Agent and the relevant L/C Issuer otherwise agree, the commitment of Swing Line Loans would exceed each L/C Issuer to issue Letters of Credit will be reduced proportionately by the Swingline amount of such reduction. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit and (iv) ifunless, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit CommitmentsFacility, in which case such Sublimit sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify Notwithstanding the Lenders of foregoing, the Borrower Representative may rescind or postpone any such notice of termination or reduction of the Aggregate Revolving Credit CommitmentsCommitments if such termination would have resulted from a refinancing, the Letter of Credit Sublimit which refinancing shall not be consummated or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments otherwise shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.delayed