Common use of Optional Clause in Contracts

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving Tranche, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving Tranche; provided that (i) any such notice shall be received by the Administrative Agent three Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) or any whole multiple of $100,000 (or the equivalent Dollar Amount) in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility 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 Cash Collateralized hereunder would exceed the Letter of Credit Sublimit. Any such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the 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 doubt, upon the occurrence of the Termination Date, this Agreement shall automatically terminate and the Administrative Agent shall comply with Section 9.01(c) and Section 9.11.

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Facility, the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Sublimit, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit, in each case, in whole or the unused Revolving Credit Commitments in part, without premium or penalty and subject to any payments required under any Revolving TrancheSection 3.05; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) 5,000,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche or Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Any such Notwithstanding anything to the contrary contained herein, any notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. For The Administrative Agent will promptly notify the avoidance Lenders of doubt, upon the occurrence any termination or reduction of the Termination DateLetter of Credit Sublimit, Swing Line Sublimit or the Revolving Credit Facility under this Agreement Section 2.06. Upon any reduction of the Revolving Credit Commitments, the Revolving Credit Commitment of each Revolving Credit Lender shall automatically terminate and the Administrative Agent shall comply with Section 9.01(c) and Section 9.11be reduced by such Lender’s Applicable Revolving Credit Percentage of such reduction amount.

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Facility, the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Sublimit, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit, in each case, in whole or the unused Revolving Credit Commitments in part, without premium or penalty and subject to any payments required under any Revolving TrancheSection 3.05; provided that (i) any such notice shall be received by the Administrative Agent three 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 $1,000,000 (or the equivalent Dollar Amount) 5,000,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche or Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Any such Notwithstanding anything to the contrary contained herein, any notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. For The Administrative Agent will promptly notify the avoidance Lenders of doubt, upon the occurrence any termination or reduction of the Termination DateLetter of Credit Sublimit, Swing Line Sublimit or the Revolving Credit Facility under this Agreement Section 2.06. Upon any reduction of the Revolving Credit Commitments, the Revolving Credit Commitment of each Revolving Credit Lender shall automatically terminate and the Administrative Agent shall comply with Section 9.01(c) and Section 9.11be reduced by such Lender’s Applicable Revolving Credit Percentage of such reduction amount.

Optional. The Borrower may, upon written notice by Representative shall have the Borrower right to terminate or reduce the Administrative Agent, terminate the aggregate unused portions amount of the either Tranche of Commitments under at any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving Tranche, or time and from time to time permanently reduce the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, without penalty or the unused Revolving Credit Commitments under any Revolving Tranche; provided that premium upon not less than three (i3) any such notice shall be received by the Administrative Agent three Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) or any whole multiple of $100,000 (or the equivalent Dollar Amount) in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility 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 Cash Collateralized hereunder would exceed the Letter of Credit Sublimit. Any such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on of each such termination or prior reduction, which notice shall specify the effective date thereof, which Tranche of Commitments is being terminated or reduced and the amount of any such reduction (or, in the case of any termination in full of any Tranche of Commitments, such later notice as is reasonably acceptable to the specified Administrative Agent) (which in the case of any partial reduction of either Tranche of Commitments shall not be less than $5,000,000 and integral multiples of $1,000,000 in excess of that amount in the aggregate) and shall be irrevocable once given and effective date) if only upon receipt by the Administrative Agent of any notice satisfying such requirements (a “Commitment Reduction Notice”); provided, that any Commitment Reduction Notice may be conditioned upon the consummation of any financing or acquisition or similar transaction and, to the extent such condition is not satisfiedsatisfied by the effective date specified therein, such Commitment Reduction Notice may be revoked or the effective date specified therein may be delayed. For the avoidance Promptly after receipt of doubt, upon the occurrence of the Termination Date, this Agreement shall automatically terminate and a Commitment Reduction Notice the Administrative Agent shall comply with notify each Lender of the proposed termination or Commitment reduction. Without limitation of the provisions of Section 9.01(c) and Section 9.112.17., any Commitments, once reduced or terminated pursuant to this Section, may not be increased or reinstated. The Borrowers shall pay all fees on the Commitments subject to such termination or reduction accrued to the date of such reduction or termination of such Commitments to the Administrative Agent for the account of the Lenders. Any reduction of a Tranche of Commitments shall be applied to the applicable Tranche of Commitments of each Lender according to its Applicable Commitment Percentage.

Optional. The Lead Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of Revolving Credit Facility, the Commitments under any Term Loan TrancheTranche 1 Revolving Credit Commitments, the Tranche 2 Revolving Credit Commitments, the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Loan Sublimit, or from time to time permanently reduce the unused portions of Revolving Credit Facility, the Commitments under any Term Loan TrancheTranche 1 Revolving Credit Commitments, the Tranche 2 Revolving Credit Commitments, the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Loan Sublimit; provided that (i) any such notice shall be received by the Administrative Agent three 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 $1,000,000 (or the equivalent Dollar Amount) 5,000,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof and (iii) the Lead Borrower shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or Facility, (yB) the Total Tranche 1 Revolving Credit Outstandings with respect Commitments if, after giving effect thereto and to such any concurrent prepayments hereunder, the Tranche 1 Revolving Credit Exposure of all Tranche 1 Revolving Credit Lenders would exceed the Tranche 1 Revolving Credit Commitments, (C) the Tranche 2 Revolving Credit Commitments under such if, after giving effect thereto and to any concurrent prepayments hereunder, the Tranche or 2 Revolving Credit Exposure of all Tranche 2 Revolving Credit Lenders would exceed the Tranche 2 Revolving Credit Commitments, (BD) 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 the L/C Obligations held by Citibank not fully Cash Collateralized hereunder would exceed the Citibank L/C Sublimit or (E) the Swing Line Loan Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Loan Sublimit. Any such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the 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 doubt, upon the occurrence of the Termination Date, this Agreement shall automatically terminate and the Administrative Agent shall comply with Section 9.01(c) and Section 9.11.

Optional. The Borrower Borrowers may, upon written notice by the Borrower Company to the Administrative AgentAgent and without penalty or premium, terminate the unused portions of the Commitments under any Term Loan TrancheAggregate Revolving Credit Commitments, the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Sublimit, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan TrancheAggregate Revolving Credit Commitments, the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent three 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 $1,000,000 (or the equivalent Dollar Amount) 5,000,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof and thereof, (iii) the Borrower Borrowers shall not terminate or reduce (A) the Commitments under any Tranche of the Aggregate Revolving Credit Facility Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche or 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. Any The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of commitments pursuant 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 this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. For the avoidance of doubt, upon the occurrence termination of the Termination Date, this Agreement Aggregate Revolving Credit Commitments shall automatically terminate and be paid on the Administrative Agent shall comply with Section 9.01(c) and Section 9.11effective date of such termination.

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Facility, the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving Tranche, Swing Line Sublimit or from time to time permanently reduce the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Facility, the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Sublimit without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) 5,000,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) 500,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche or Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit. Any such , or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit; provided further that a notice of termination or reduction of commitments pursuant to this Section 2.06(a) delivered by Borrower hereunder may state that it such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities)facilities or the closing of another transaction, the proceeds of which will be used to prepay any outstanding Loans, in which case such notice termination or reduction may be revoked by the 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 doubt, conditional upon the occurrence effectiveness of such other credit facilities or the Termination Date, this Agreement shall automatically terminate and the Administrative Agent shall comply with Section 9.01(c) and Section 9.11closing of such other transaction.

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Aggregate Revolving Credit Commitment or Aggregate Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving TrancheCommitment, or from time to time permanently reduce the unused portions of the Commitments under any Aggregate Revolving Credit Commitment or Aggregate Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving TrancheCommitment; provided that (ia) any such notice shall be received by the Administrative Agent three 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, (iib) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) 10,000,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof and thereof, (iiic) the Borrower shall not terminate or reduce (A) the Commitments under any Tranche of the Aggregate Revolving Credit Facility Commitment if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or Commitment, (yd) 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 theretoto any reduction of the Revolving Credit Commitment, the Outstanding Amount Alternative Currency Sublimit or the Swing Line Sublimit exceeds the amount of L/C Obligations not Cash Collateralized hereunder would exceed the Letter of Aggregate Revolving Credit Sublimit. Any Commitment, such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may Sublimit shall be revoked automatically reduced by the amount of such excess, and (e) the Borrower (by written notice shall have no right to the Administrative Agent on terminate or reduce any Lender’s Term Loan Commitment prior to the specified effective dateRevolving Credit Facility Termination Date and (f) if such condition is not satisfied. For the avoidance of doubt, upon Borrower shall have no right to terminate or reduce the occurrence Tranche A-5 Term Loan Commitment without the written consent of the Termination DateTranche A-5 Term Loan Lender. Except as provided in the preceding sentence, this Agreement the amount of any such Revolving Credit Commitment reduction shall automatically terminate and not be applied to the Administrative Agent shall comply with Section 9.01(c) and Section 9.11Alternative Currency Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower.

Optional. The Borrower Company may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of Aggregate Revolving Credit Commitments, the Commitments under any Term Loan TrancheAlternative Currency Sublimit, the Designated Non-U.S. Borrower Sublimit, the Letter of Credit Sublimit, Sublimit (or any L/C Issuer’s commitment thereunder) or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Sublimit, or from time to time permanently reduce the unused portions of Aggregate Revolving Credit Commitments, the Commitments under any Term Loan TrancheAlternative Currency Sublimit, the Designated Non-U.S. Borrower Sublimit, the Letter of Credit Sublimit, Sublimit (or any L/C Issuer’s commitment thereunder) or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent three 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 in the Aggregate Revolving Credit Commitments shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) 5,000,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof and (iii) the Borrower Company shall not terminate or reduce (A) the Commitments under any Tranche of the Aggregate Revolving Credit Facility Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or Commitments, (yB) the Total Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Outstandings with respect to such Tranche 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 Commitments under such Tranche or Loans to Designated Borrowers that are not U.S. Borrowers would exceed the Designated Non-U.S. Borrower Sublimit, (BD) 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. Any such notice Sublimit (or the Outstanding Amount of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence L/C Obligations not fully Cash Collateralized of any event specified therein L/C Issuer would exceed such L/C Issuer’s commitment under the Letter of Credit Sublimit).or (including E) the effectiveness Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of other credit facilities), in which case such notice may be revoked by Swing Line Loans would exceed the 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 doubt, upon the occurrence of the Termination Date, this Agreement shall automatically terminate and the Administrative Agent shall comply with Section 9.01(c) and Section 9.11Swing Line Sublimit.

Optional. The Borrower Company may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan TrancheRevolving Facility, the Letter of Credit Sublimit, the Swingline Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheAlternative Currency Sublimit, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan TrancheRevolving Facility, the Letter of Credit Sublimit, the Swingline Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheAlternative Currency Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) 5,000,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) 500,000 in excess thereof and (iii) the Borrower Company shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche or 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. Any such , (C) the Swingline Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Loans would exceed the Swingline Sublimit, or (D) the Alternative Currency Sublimit 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 or reduction of commitments pursuant to this Section 2.06(a) may state that it such notice is conditioned conditional upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of any facility or instrument refinancing all or a portion of the outstanding Revolving Commitments or upon the consummation of any other credit facilities)debt or equity transaction or event that will generate financing in connection therewith, in which case such notice may be revoked by the Borrower Company (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 doubt, upon the occurrence of the Termination Date, this Agreement shall automatically terminate and the Administrative Agent shall comply with Section 9.01(c) and Section 9.11.

Optional. The Borrower may, upon written notice by the Borrower to the Administrative AgentAgent (which notice may, at the Borrower’s election, be conditioned upon the consummation of a refinancing, provided the Borrower shall compensate each Lender for any additional amounts required pursuant to Section 3.05 suffered as a result of any notice that is conditioned upon the consummation of a refinancing), (x) terminate the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving TrancheAggregate Commitments, or from time to time permanently reduce the unused portions of Aggregate Commitments or (y) prior to the Commitments under any Term Loan TrancheOriginal Maturity Date, terminate the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving TrancheOriginal Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) 10,000,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof and thereof, (iii) the Borrower shall not (x) terminate or reduce (A) the Aggregate Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) terminate the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Original Commitments under such Tranche or (B) the Letter of Credit Sublimit if, after giving effect theretothereto and to any concurrent prepayments hereunder (including pursuant to Section 2.06(c)), there would be any Total Outstandings in respect of the Original Commitments and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Outstanding Amount Swing Line Sublimit exceeds the amount of L/C Obligations not Cash Collateralized hereunder would exceed the Letter Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of Credit Sublimitsuch excess. Any The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of commitments pursuant the Aggregate Commitments or the Original Commitments. Any reduction of the Aggregate Commitments shall be applied to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence Original Commitment and Extended Commitment of each Lender, ratably, according to its Applicable Percentage. All fees accrued until the effective date of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. For the avoidance of doubt, upon the occurrence termination of the Termination Date, this Agreement Aggregate Commitments shall automatically terminate and be paid on the Administrative Agent shall comply with Section 9.01(c) and Section 9.11effective date of such termination.

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Paying Agent, terminate the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, the Committed Currency Sublimit, the Committed L/C Currency Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheCommitments, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, the Committed Currency Sublimit, the Committed L/C Currency Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheCommitments; provided that (i) any such notice shall be received by the Administrative Paying Agent three 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 $1,000,000 (or the equivalent Dollar Amount) 10,000,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof and thereof, (iii) the Borrower shall not terminate or reduce (A) the Commitments under any Tranche unused portions of the Revolving Letter of Credit Facility Sublimit, the Committed Currency Sublimit, the Committed L/C Currency Sublimit or the unused Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or Commitments, and (yiv) 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 theretoto any reduction of the Revolving Credit Facility, the Outstanding Amount of L/C Obligations not Cash Collateralized hereunder would exceed the Letter of Credit Sublimit. Any , the Swing Line Sublimit, the Committed Currency Sublimit or the Committed L/C Currency Sublimit exceeds the amount of the Revolving Credit Facility, such notice Letter of termination Credit Sublimit, Swing Line Sublimit, Committed Currency Sublimit or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may Committed L/C Currency Sublimit shall be revoked automatically reduced by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if amount of such condition is not satisfied. For the avoidance of doubt, upon the occurrence of the Termination Date, this Agreement shall automatically terminate and the Administrative Agent shall comply with Section 9.01(c) and Section 9.11excess.

Optional. The Borrower Borrowers may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions Commitments of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving TrancheClass, or from time to time permanently reduce the unused portions Commitments of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving TrancheClass; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) 2,500,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) 500,000 in excess thereof and thereof, (iii) the Borrower Borrowers shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility Commitments of any Class if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Revolver Outstandings of such Class would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the aggregate Revolving Credit Commitments under of such Tranche or Class, (Biv) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit ifor the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, after giving effect thereto, such sublimit shall be automatically reduced by the Outstanding Amount amount of L/C Obligations such excess and (v) in no event shall any termination or reduction of the 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 Cash Collateralized hereunder would exceed be applied to the Letter of Credit SublimitSublimit or the Swing Line Sublimit unless otherwise specified by the Borrowers. Any such Notwithstanding the foregoing, the Borrowers may rescind or postpone any notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) Commitments if such condition is not satisfied. For the avoidance termination would have resulted from a refinancing of doubt, upon the occurrence all of the Termination DateFacilities, this Agreement which refinancing shall automatically terminate and the Administrative Agent not be consummated or otherwise shall comply with Section 9.01(c) and Section 9.11be delayed.

Optional. The Borrower Borrowers may, upon written notice by the Borrower Toro to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Facility, the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Sublimit, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Facility, the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent three not later than 12:00 noon five (5) Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) 10,000,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof thereof, and (iii) the Borrower Borrowers shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche or Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Any The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence Revolving Credit Facility. The amount of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may Revolving Credit Facility reduction shall not be revoked by the Borrower (by written notice applied to the Administrative Agent on or prior Letter of Credit Sublimit unless otherwise specified by Toro. Any reduction of the Revolving Credit Facility shall be applied to the specified Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Percentage. All fees accrued until the effective date) if such condition is not satisfied. For the avoidance date of doubt, upon the occurrence any termination of the Termination Date, this Agreement Revolving Credit Facility shall automatically terminate and be paid on the Administrative Agent shall comply with Section 9.01(c) and Section 9.11effective date of such termination.

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of Aggregate Revolving Credit Commitment, the Commitments under any Tranche A-5 Term Loan TrancheCommitment, the Letter of Credit Sublimit, Tranche A-7 Term Loan Commitment or the unused Revolving Credit Commitments under any Revolving TrancheTerm Loan Working Capital Commitment, or from time to time permanently reduce the unused portions of Aggregate Revolving Credit Commitment, the Commitments under any Tranche A-5 Term Loan TrancheCommitment, the Letter of Credit Sublimit, Tranche A-7 Term Loan Commitment or the unused Revolving Credit Commitments under any Revolving TrancheTerm Loan Working Capital Commitment; provided that (ia) any such notice shall be received by the Administrative Agent three 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, (iib) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) 10,000,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof and thereof, (iiic) the Borrower shall not terminate or reduce (A) the Commitments under any Tranche of the Aggregate Revolving Credit Facility Commitment if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or Commitment, (yd) 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 theretoto any reduction of the Revolving Credit Commitment, the Outstanding Amount Alternative Currency Sublimit exceeds the amount of L/C Obligations not Cash Collateralized hereunder would exceed the Letter of Aggregate Revolving Credit Sublimit. Any Commitment, such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may Sublimit shall be revoked 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 (by written notice g) the Borrower shall have no right to terminate or reduce the Administrative Agent on or Tranche A-6 Term Loan Commitment prior to the specified effective date) if such condition is not satisfied. For the avoidance of doubt, upon the occurrence of the Revolving Credit Facility Termination Date, this Agreement except the Aggregate Term Loan Working Capital Commitment as set forth in clause (ii) below. Except as provided in the preceding sentence, the amount of any such Revolving Credit Commitment reduction shall automatically terminate and not be applied to the Administrative Agent shall comply with Section 9.01(c) and Section 9.11Alternative Currency Sublimit unless otherwise specified by the Borrower.

Optional. The Borrower Company may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Facility, the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Sublimit, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Facility, the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) 10,000,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof and thereof, (iii) the Borrower Company shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or Facility; (yiv) 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 theretoto any reduction of the Revolving Credit Facility, the Outstanding Amount of L/C Obligations not Cash Collateralized hereunder would exceed Swing Line Sublimit, the Letter of Credit Sublimit. Any , the Bid Loan Sublimit or the Bid Loan Requested Currency Sublimit exceeds the amount of the Revolving Credit Facility, the Swing Line Sublimit, the Letter of Credit Sublimit, the Bid Loan Sublimit or the Bid Loan Requested Currency Sublimit, as the case may be, shall be automatically reduced by the amount of such excess; and (v) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. The Administrative Agent will promptly notify the Lenders of any termination or reduction of commitments pursuant to the Letter of Credit Sublimit, Swing Line Sublimit or the Revolving Credit Commitment under this Section 2.06(a) may state that it is conditioned upon 2.07. Upon any reduction of the occurrence or non-occurrence Revolving Credit Commitments, the Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by such Lender’s Applicable Revolving Credit Percentage of such reduction amount. All fees in respect of the Revolving Credit Facility accrued until the effective date of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. For the avoidance of doubt, upon the occurrence termination of the Termination Date, this Agreement Revolving Credit Facility shall automatically terminate and be paid on the Administrative Agent shall comply with Section 9.01(c) and Section 9.11effective date of such termination.

Optional. The Revolving Loan Borrower may(or either Borrower, upon written notice by in the Borrower to the Administrative Agent, terminate the unused portions case of the Commitments under any Term Loan Tranche, the Synthetic Letter of Credit SublimitCommitment Amount) may, or the unused Revolving Credit Commitments under any Revolving Tranche, or from time to time permanently on any Business Day occurring after the Closing Date, voluntarily reduce the unused portions amount of the Commitments under any Term Revolving Loan TrancheCommitment Amount, the Swing Line Loan Commitment Amount, the Revolving Letter of Credit Sublimit, Commitment Amount or the unused Revolving Credit Commitments under any Revolving Tranche; provided that (i) any such notice shall be received by the Administrative Agent three Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) or any whole multiple of $100,000 (or the equivalent Dollar Amount) in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche or (B) the Synthetic Letter of Credit Sublimit ifCommitment Amount on the Business Day so specified by such Borrower; provided that, after giving effect thereto, the Outstanding Amount of L/C Obligations not Cash Collateralized hereunder would exceed the Letter of Credit Sublimit. Any all such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written reductions shall require at least one Business Day's prior notice to the Administrative Agent on and be permanent, and any partial reduction of any Commitment Amount shall be in a minimum amount of $5,000,000 and in an integral multiple of $1,000,000. Any optional or prior mandatory reduction of the Revolving Loan Commitment Amount pursuant to the specified effective dateterms of this Agreement which reduces the Revolving Loan Commitment Amount below the sum of (i) if such condition is not satisfied. For the avoidance Swing Line Loan Commitment Amount and (ii) the Revolving Letter of doubt, upon the occurrence Credit Commitment Amount shall result in an automatic and corresponding reduction of the Termination Date, this Agreement shall automatically terminate and Swing Line Loan Commitment Amount and/or Revolving Letter of Credit 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 Lender or any Issuer. In no event shall comply with Section 9.01(c) and Section 9.11the Synthetic Letter of Credit Commitment Amount be reduced to an amount that is less than the Synthetic Letter of Credit Outstandings.

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions Commitments of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving TrancheClass, or from time to time permanently reduce the unused portions Commitments of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving TrancheClass; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) or any whole multiple of $100,000 (or the equivalent Dollar Amount) in excess thereof and (iii) the Borrower shall not terminate or reduce reduce, (A) the Commitments under any Tranche of the Revolving Credit Facility Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche or Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of all L/C Obligations not Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or (C) the Swingline Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of all Swingline Loans would exceed the Swingline Sublimit. Any ; provided, further that upon any such notice of termination or partial reduction of commitments pursuant the Letter of Credit Sublimit or the Swingline Sublimit, unless the Borrower, the Administrative Agent and the relevant L/C Issuer or the Swingline Lender, as the case may be, otherwise agree, the commitment of each L/C Issuer or the Swingline Lender to this Section 2.06(a) may state that it is conditioned upon issue Letters of Credit or extend Swingline Loans, as applicable, will be reduced proportionately by the occurrence or non-occurrence amount of such reduction. The amount of any event specified therein (including such Commitment reduction shall not be applied to the effectiveness Letter of other credit facilities)Credit Sublimit or the Swingline Sublimit unless, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swingline Sublimit, as the case may be, exceeds the amount of the Revolving Credit Facility, in which case such notice may sublimit shall be revoked automatically reduced by the amount of such excess. Notwithstanding the foregoing, the Borrower (by written may rescind or postpone any notice to of termination of the Administrative Agent on or prior to the specified effective date) Commitments if such condition is termination would have resulted from a refinancing, which refinancing shall not satisfied. For the avoidance of doubt, upon the occurrence of the Termination Date, this Agreement be consummated or otherwise shall automatically terminate and the Administrative Agent shall comply with Section 9.01(c) and Section 9.11be delayed.

Optional. The Borrower Company may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Facility, the Financial Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving Tranche, Swing Line Sublimit or from time to time permanently reduce the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Facility, the Financial Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent three 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 $1,000,000 (or the equivalent Dollar Amount) 10,000,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof and thereof, (iii) the Borrower Company shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche or Facility, (B) the Financial Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations with respect to Financial Letters of Credit not fully Cash Collateralized hereunder would exceed the Financial Letter of Credit Sublimit, (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit, and (iv) if, after giving effect to any 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. Any The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of commitments pursuant to provided in this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence Section. The amount of any event such reduction shall not be applied to the Alternative Currency Sublimit, the Financial Letter of Credit Sublimit or the Designated Borrower Sublimit unless otherwise specified therein by the Company. Any reduction of any Commitments hereunder shall be applied to the applicable Commitment of each applicable Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of any applicable Facility or Commitments shall be paid on the effective date of such termination. To the extent practicable, each partial reduction in the Financial Letter of Credit Sublimit shall be allocated ratably among the L/C Issuers in accordance with their respective Letter of Credit Commitments with respect to Financial Letters of Credit (including or as otherwise agreed among the effectiveness of other credit facilitiesCompany and the L/C Issuers). Notwithstanding the foregoing, in which case 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 by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) delayed if such condition New Financing is not satisfied. For consummated on the avoidance of doubt, upon the occurrence of the Termination Date, this Agreement shall automatically terminate and the Administrative Agent shall comply with Section 9.01(c) and Section 9.11date specified in such notice.

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Facility, the Financial/Commercial Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Sublimit, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Facility, the Financial/Commercial Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent three 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 $1,000,000 (or the equivalent Dollar Amount) 10,000,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof and thereof, (iii) the Borrower shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments and Cash Collateralization of L/C Obligations hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche or Facility, (B) the Financial/Commercial Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations with respect to all Financial Letters of Credit and Commercial Letters of Credit not fully Cash Collateralized hereunder would exceed the Financial/Commercial Letter of Credit Sublimit or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Any , (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 shall be automatically reduced by the amount of such excess and (v) any notice of termination or reduction of commitments pursuant to this Section 2.06(a) the Commitments, the Financial/Commercial Letter of Credit Sublimit or the Swing Line Sublimit delivered by the Borrower may state that it such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities)facilities or other transactions specified therein, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. For The Administrative Agent will promptly notify the avoidance Lenders of doubtany such notice of termination or reduction provided in this Section. Any reduction of any Commitments hereunder shall be applied to the applicable Commitment of each applicable Lender according to its Applicable Percentage. To the extent practicable, upon each partial reduction in the occurrence Financial/Commercial Letter of Credit Sublimit shall be allocated ratably among the Termination Date, this Agreement shall automatically terminate 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 Administrative Agent L/C Issuers). All fees accrued until the effective date of any termination of any applicable Facility or Commitments shall comply 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 Section 9.01(c) and Section 9.11the 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 Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions Commitments of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving TrancheClass, or from time to time permanently reduce the unused portions Commitments of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, Class without premium or the unused Revolving Credit Commitments under any Revolving Tranchepenalty; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) or any whole multiple of $100,000 (or the equivalent Dollar Amount) in excess thereof and (iii) the Borrower shall not terminate or reduce reduce, (A) the Commitments under any Tranche of the Revolving Credit Facility Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility 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 all L/C Obligations not Cash Collateralized hereunder would exceed the Letter of Credit Sublimit. Any ; provided, further, that, upon any such notice of termination or partial reduction of commitments pursuant the Letter of Credit Sublimit, unless the Borrower, the Administrative Agent and the relevant L/C Issuer otherwise agree, the commitment of each L/C Issuer to this Section 2.06(a) may state that it is conditioned upon issue Letters of Credit will be reduced proportionately by the occurrence or non-occurrence amount of such reduction. The amount of any event specified therein (including such Commitment reduction shall not be applied to the effectiveness Letter of other credit facilities)Credit Sublimit unless, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit exceeds the amount of the Revolving Credit Facility, in which case such notice may sublimit shall be revoked automatically reduced by the amount of such excess. Notwithstanding the foregoing, the Borrower (by written may rescind or postpone any notice to of termination of the Administrative Agent on or prior to the specified effective date) Commitments if such condition is termination would have resulted from a refinancing, which refinancing shall not satisfied. For the avoidance of doubt, upon the occurrence of the Termination Date, this Agreement be consummated or otherwise shall automatically terminate and the Administrative Agent shall comply with Section 9.01(c) and Section 9.11be delayed.

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Aggregate Revolving Credit Commitments under any Revolving Trancheor the Swing Line Sublimit, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Aggregate Revolving Credit Commitments under or the Swing Line Sublimit, in each case, of any Revolving TrancheClass; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof and thereof, (iii) the Borrower shall not terminate or reduce (A) the Commitments under any Tranche of the Aggregate Revolving Credit Facility Commitments of any Class if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings Loan Outstanding of such Class would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under of such Tranche or (B) the Letter of Credit Sublimit ifClass, after giving effect thereto, the Outstanding Amount of L/C Obligations not Cash Collateralized hereunder would exceed the Letter of Credit Sublimit. Any such provided that a notice of termination or reduction of commitments pursuant to this Section 2.06(a) the Aggregate Revolving Credit Commitments delivered by the Borrower may state that it such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including i) the effectiveness of other another credit facilities)facility or the closing of a securities offering or (ii) a Change of Control, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedsatisfied (provided further that the failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section 3.05). For The Administrative Agent will promptly notify the avoidance Revolving Lenders of doubt, upon the occurrence any such notice of termination or reduction of the Termination DateAggregate Revolving Credit Commitments, this Agreement and (iv) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Swing Line Sublimit shall be automatically terminate and reduced by the Administrative Agent shall comply with Section 9.01(c) and Section 9.11amount of such excess.

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Commitments, the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Sublimit, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Commitments, the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof and thereof, (iii) the Borrower shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche or Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit. Any , or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Letter of Credit Sublimit, (iv) any such notice of termination to be made in connection with any refinancing of all of the Facilities with the proceeds of such refinancing or of any incurrence of Indebtedness, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence (provided that the failure to terminate or reduce as a result of the failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section 3.05) and (v) any reduction of commitments Revolving Credit Commitments (including termination to $0) shall be made on a pro rata basis across all Classes of Revolving Credit Commitments, except to the extent that any Class of Revolving Credit Commitments established pursuant to this Section 2.06(a) may state an Additional Credit Extension Amendment provides that it is conditioned upon entitled to less than pro rata treatment; provided that any reduction of Revolving Credit Commitments as a result of the occurrence or non-occurrence establishment of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may Replacement Revolving Credit Commitments shall be revoked by the Borrower (by written notice applied solely to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. For the avoidance of doubt, upon the occurrence of the Termination Date, this Agreement shall automatically terminate and the Administrative Agent shall comply with Section 9.01(c) and Section 9.11Replaced Revolving Credit Commitments.

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions Commitments of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving TrancheClass, or from time to time permanently reduce the unused portions Commitments of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving TrancheClass; provided that (i) any such notice shall be received by the Administrative Agent three two (2) Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) or any whole multiple of $100,000 (or the equivalent Dollar Amount) in excess thereof thereof, and (iii) the Borrower shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunderreduction of the Commitments, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit 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 ifexceeds the amount of the Revolving Credit Facility, after giving effect thereto, such sublimit shall be automatically reduced by the Outstanding Amount amount of L/C Obligations such excess. The amount of any such Commitment reduction shall not Cash Collateralized hereunder would exceed be applied to the Letter of Credit SublimitSublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any such notice of It being understood and agreed that (1) the Borrower may allocate any termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence Commitments among Classes of any event specified therein Commitments at its direction (including the effectiveness of other credit facilities)including, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. For for the avoidance of doubt, upon to the occurrence Commitments with respect to any Class of Extended Revolving Credit Commitments without any termination or reduction of the Termination DateCommitments with respect to any Existing Revolving Credit Commitments of the same Specified Existing Revolving Credit Commitment Class) and (2) in connection with the establishment on any date of any Extended Revolving Credit Commitments pursuant to Section 2.15, this Agreement the Existing Revolving Credit Commitments of any one or more Lenders providing any such Extended Revolving Credit Commitments on such date shall automatically terminate be reduced in an amount equal to the amount of Specified Existing Revolving Credit Commitments so extended on such date or, if agreed by the Borrower and the Administrative Agent shall comply Lenders providing such Extended Revolving Credit Commitments, by any greater amount so long as the Borrower prepays the Existing Revolving Credit Loans of such Class owed to such Lenders providing such Extended Revolving Credit Commitments to the extent necessary to ensure that after giving effect to such repayment or reduction, the Existing Revolving Credit Loans of such Class are held by the Lenders of such Class on a pro rata basis in accordance with Section 9.01(c) their Existing Revolving Credit Commitments of such Class after giving effect to such reduction; provided that after giving effect to any such reduction and Section 9.11to the repayment of any Loans made on such date, the aggregate amount of the revolving credit exposure of any such Lender does not exceed the Existing Revolving Credit Commitment thereof (such revolving credit exposure and Revolving Credit Commitment being determined in each case, for the avoidance of doubt, exclusive of such Lender’s Extended Revolving Credit Commitment and any exposure in respect thereof).

Optional. The Parent Borrower may, upon written notice by the Borrower to the Administrative Agent, (x) terminate the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Facility, the Letter of Credit Sublimit, the Swing Line Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheAlternative Currency Sublimit, or (y) from time to time permanently reduce the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Facility, the Letter of Credit Sublimit, the Swing Line Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheAlternative Currency Sublimit or (z) prior to the Delayed Draw Termination Date, terminate or permanently reduce the Delayed Draw Term Facility; provided that (i) any such notice shall be received by the Administrative Agent three 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 $1,000,000 (or the equivalent Dollar Amount) 5,000,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof thereof, and (iii) the Parent Borrower shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche or 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. Any such notice Sublimit (as so reduced), (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of termination or reduction Swing Line Loans would exceed the Swing Line Sublimit (as so reduced), (D) the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein all Revolving Credit Loans (including Swing Line Loans) denominated in Alternative Currencies would exceed the effectiveness of other credit facilitiesAlternative Currency Sublimit (as so reduced), in which case such notice may be revoked by (E) the Borrower Aggregate Dollar Tranche Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Outstanding Amount of Dollar Tranche Loans would exceed the Aggregate Dollar Tranche Commitments (by written notice as so reduced), or (F) the Aggregate Alternative Currency Tranche Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Administrative Agent on or prior to aggregate Outstanding Amount of Alternative Currency Tranche Loans would exceed the specified effective date) if such condition is not satisfied. For the avoidance of doubt, upon the occurrence of the Termination Date, this Agreement shall automatically terminate and the Administrative Agent shall comply with Section 9.01(c) and Section 9.11Aggregate Alternative Currency Tranche Commitments (as so reduced).

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan TrancheRevolving Facility, the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheSwingline Sublimit, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan TrancheRevolving Facility, the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheSwingline Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) 5,000,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) 500,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche or 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. Any such , or (C) the Swingline Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Loans would exceed the Swingline Sublimit; and provided, further, that any notice of permanent reduction or termination or reduction of commitments pursuant to this Section 2.06(a) may state that it such notice is conditioned conditional upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of any facility or instrument refinancing all or a portion of the outstanding Revolving Commitments or upon the consummation of any other credit facilities)debt or equity transaction or event that will generate financing in connection therewith, in which case such notice may be revoked by the 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 doubt, upon the occurrence of the Termination Date, this Agreement shall automatically terminate and the Administrative Agent shall comply with Section 9.01(c) and Section 9.11.

Optional. The Borrower may, without premium or penalty (subject to Section 3.05, if applicable), in its sole discretion, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of Term A Facility, the Commitments under any Term Loan TrancheRevolving Credit Facility, the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving Tranche, Swing Line Sublimit or from time to time permanently reduce the unused portions of Term A Facility, the Commitments under any Term Loan TrancheRevolving Credit Facility, the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) 4,000,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche or Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Any such A notice of termination or reduction of commitments pursuant to this Section 2.06(a) the Term A Facility, the Revolving Credit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit delivered by the Borrower may state that it such notice is conditioned upon the occurrence or non-occurrence effectiveness of any event specified therein (including facility or instrument refinancing all or a portion of the effectiveness outstanding Term A Commitments, Term A Loans or Revolving Credit Commitments or upon the consummation of other credit facilities)a transaction, in which case such notice may be revoked by the 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 doubt, upon the occurrence of the Termination Date, this Agreement shall automatically terminate and the Administrative Agent shall comply with Section 9.01(c) and Section 9.11.

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving Trancheor the Delayed Draw Term Commitments, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving Trancheor the Delayed Draw Term Commitments; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof thereof, and (iii) the Borrower shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche 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. Any such notice of Each termination or reduction of commitments pursuant to in the Revolving Credit Commitments or Delayed Draw Term Commitments under this Section 2.06(a) may state that it is conditioned upon shall be made, at the occurrence Borrower’s option, to any Class of Revolving Credit Commitments or non-occurrence Delayed Draw Term Commitments outstanding on such date ratably among the applicable Lenders in accordance with their Pro Rata Shares of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Class. The Borrower (by written notice shall pay to the Administrative Agent on or prior to Agent, in each case, for the specified effective date) if such condition is not satisfied. For the avoidance of doubt, upon the occurrence account of the Termination Dateapplicable Lenders, this Agreement shall automatically terminate and on the Administrative Agent shall comply with Section 9.01(c) and Section 9.11date of each termination or reduction, any fees on the amount of the Revolving Credit Commitments or Delayed Draw Term Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Optional. The Borrower Timken may, upon written notice by the Borrower to the Administrative AgentPaying Agent by Timken, terminate the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, the Committed Currency Sublimit, the Committed L/C Currency Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheCommitments, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, the Committed Currency Sublimit, the Committed L/C Currency Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheCommitments; provided that (i) any such notice shall be received by the Administrative Paying Agent not later than 11:00 a.m. three Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) 10,000,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof and thereof, (iii) the Borrower Timken shall not terminate or reduce (A) the Commitments under any Tranche unused portions of the Revolving Letter of Credit Facility Sublimit, the Committed Currency Sublimit, the Committed L/C Currency Sublimit or the unused Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or Commitments, and (yiv) 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 theretoto any reduction of the Revolving Credit Facility, the Outstanding Amount of L/C Obligations not Cash Collateralized hereunder would exceed the Letter of Credit Sublimit. Any , the Swing Line Sublimit, the Committed Currency Sublimit or the Committed L/C Currency Sublimit exceeds the amount of the Revolving Credit Facility, 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; provided further that such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower Timken (by written notice to the Co-Administrative Agent Agents on or prior to the specified effective termination date) if such condition is not satisfied. For the avoidance of doubt, upon the occurrence of the Termination Date, this Agreement shall automatically terminate and the Administrative Agent shall comply with Section 9.01(c) and Section 9.11.

Optional. The Borrower Borrowers may, upon written notice by the Parent Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving Tranche, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving Tranche; provided that (i) any such notice shall be received by the Administrative Agent three Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) or any whole multiple of $100,000 (or the equivalent Dollar Amount) in excess thereof and (iii) the Borrower Borrowers shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility 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 Cash Collateralized hereunder would exceed the Letter of Credit Sublimit. Any such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the 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 doubt, upon the occurrence of the Termination Date, this Agreement shall automatically terminate and the Administrative Agent shall comply with Section 9.01(c) and Section 9.11.

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Facility, the Letter of Credit Sublimit, Subfacility or the unused Revolving Credit Commitments under any Revolving Tranche, Swing Line Subfacility or from time to time permanently reduce the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Facility, the Letter of Credit Sublimit, Subfacility or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Subfacility; provided that (i) any such notice shall be received by the Administrative Agent three 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 of the Revolving Credit Facility shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) 10,000,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof thereof, and (iii) the Borrower shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche or Facility, (B) the Letter of Credit Sublimit Subfacility if, after giving effect thereto, the Outstanding Amount of L/C Obligations not Cash Collateralized hereunder would exceed the Letter of Credit SublimitSubfacility or (C) the Swing Line Subfacility if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Subfacility. Any The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of commitments pursuant the Revolving Credit Facility, the Letter of Credit Subfacility or the Swing Line Subfacility. Any reduction of the Revolving Credit Facility shall be applied to this Section 2.06(a) may state that it is conditioned the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage, and upon any resulting reduction of the occurrence or non-occurrence 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 event specified therein (including termination of the effectiveness Revolving Credit Facility shall be paid on the effective date of other credit facilities)such termination. Following any such termination or reduction, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to may in its discretion replace the specified effective date) if existing Schedule 2.01 with an amended and restated schedule that reflects all such condition is not satisfied. For the avoidance of doubt, upon the occurrence of the Termination Date, this Agreement shall automatically terminate terminations and the Administrative Agent shall comply with Section 9.01(c) and Section 9.11reductions.

Optional. The Borrower may, upon Upon at least one Business Day’s prior revocable written notice by the Borrower (or telephonic notice promptly confirmed in writing) to the Administrative Agent at the Administrative Agent, terminate ’s Office (which notice the unused portions Administrative Agent shall promptly transmit to each of the Commitments under any Term Loan TrancheAppropriate Lenders), the Letter of Parent Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the U.S. Revolving Credit Commitments, the Foreign Revolving Credit Commitments, any L/C Sublimit or any Swing Line Sublimit, in each case, in whole or in part (and such termination or reduction shall not be required to be pro rata as between the unused two Tranches of Revolving Credit Commitments under any Revolving Tranche, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving TrancheCommitments); provided that (i) any such notice shall be received by the Administrative Agent three Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reductionreduction of Revolving Credit Commitments of any Tranche shall apply proportionately and permanently to reduce the Revolving Credit Commitments of each of the Lenders of such Tranche, (ii) any such partial reduction pursuant to this Section 4.2(a) shall be in an aggregate amount Dollar Amount in principal of $1,000,000 (or the equivalent Dollar Amount) 500,000 or any whole multiple of the Dollar Amount in principal of $100,000 (or the equivalent Dollar Amount) in excess thereof and (iii) the Borrower shall not terminate after giving effect to such termination or reduce (A) the Commitments under reduction and to any Tranche prepayments of the Revolving Credit Facility ifLoans, after giving effect thereto and the Swing Line Loans or cancellation or Cash Collateralization of Letters of Credit made on the date thereof in accordance with this Agreement (including pursuant to any concurrent prepayments hereunderSection 5.2), (xA) each Lender’s U.S. Revolving Credit Exposure shall not exceed its U.S. Revolving Credit Commitment, (B) each Lender’s Foreign Revolving Credit Exposure shall not exceed its Foreign Revolving Credit Commitment, (C) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings L/C Sublimit with respect to such Tranche would exceed the L/C Issuers, taken as a whole, shall not be greater than the Aggregate Revolving Credit Commitments under such Tranche or 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 Issuer, (E) the U.S. Swing Line Sublimit shall not Cash Collateralized hereunder would be greater than the aggregate U.S. Revolving Credit Commitments, (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 shall not exceed the Letter U.S. Swing Line Sublimit and (H) the Outstanding Amount of Credit Foreign Swing Line Loans shall not exceed the Foreign Swing Line Sublimit. Any such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the 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 doubt, upon the occurrence of the Termination Date, this Agreement shall automatically terminate and the Administrative Agent shall comply with Section 9.01(c) and Section 9.11.

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Facility, the Letter of Credit Sublimit, Subfacility or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Subfacility, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Facility, the Letter of Credit Sublimit, Subfacility or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Subfacility; provided that (i) any such notice shall be received by the Administrative Agent three 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 $1,000,000 (or the equivalent Dollar Amount) 10,000,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (Ax) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or Facility, (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 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 (z) the Swing Line Subfacility if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Subfacility. Any The Administrative Agent will promptly notify the Revolving Credit Lenders of any such notice of termination or reduction of commitments pursuant the Revolving Credit Facility, Letter of Credit Subfacility or Swing Line Subfacility. Any reduction of the Revolving Credit Facility shall be applied to this Section 2.06(a) may state that it is conditioned the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage, and upon any resulting reduction of the occurrence or non-occurrence 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 event specified therein (including termination of the effectiveness Revolving Credit Facility shall be paid on the effective date of other credit facilities)such termination. Following any such termination or reduction, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to may in its discretion replace the specified effective date) if existing Schedule 2.01 with an amended and restated schedule that reflects all such condition is not satisfied. For the avoidance of doubt, upon the occurrence of the Termination Date, this Agreement shall automatically terminate terminations and the Administrative Agent shall comply with Section 9.01(c) and Section 9.11reductions.

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Facility, the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Sublimit, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Facility, the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) 10,000,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche or Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Any such A notice of complete termination or reduction of commitments pursuant to this Section 2.06(a) the Commitments delivered by the Borrower may state that it such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. For satisfied (provided that the avoidance failure of doubt, upon such contingency shall not relieve the occurrence of the Termination Date, this Agreement shall automatically terminate and the Administrative Agent shall comply with Borrower from its obligations in respect thereof under Section 9.01(c) and Section 9.113.02).

Optional. The Parent Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions Commitments of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving TrancheClass, or from time to time permanently reduce the unused portions Commitments of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving TrancheClass; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) or any whole multiple of $100,000 (or the equivalent Dollar Amount) in excess thereof and (iii) the Borrower Borrowers shall not terminate or reduce reduce, (A) the Commitments under any Tranche of the Revolving Credit Facility Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche or Line Cap, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of all L/C Obligations not Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or (C) the Swingline Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of all Swingline Loans would exceed the Swingline Sublimit. Any ; provided, further, that, upon any such notice of termination or partial reduction of commitments pursuant the Letter of Credit Sublimit or the Swingline Sublimit, unless the Parent Borrower, the Administrative Agent and the relevant L/C Issuer or the Swingline Lender, as the case may be, otherwise agree, the commitment of each L/C Issuer or the Swingline Lender to this Section 2.06(a) may state that it is conditioned upon issue Letters of Credit or extend Swingline Loans, as applicable, will be reduced proportionately by the occurrence or non-occurrence amount of such reduction. The amount of any event specified therein (including such Commitment reduction shall not be applied to the effectiveness Letter of other credit facilities)Credit Sublimit or the Swingline Sublimit unless, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swingline Sublimit, as the case may be, exceeds the amount of the Revolving Credit Facility, in which case such notice may sublimit shall be revoked automatically reduced by the amount of such excess. Notwithstanding the foregoing, the Parent Borrower (by written may rescind or postpone any notice to of termination of the Administrative Agent on or prior to the specified effective date) Commitments if such condition is termination would have resulted from a refinancing, which refinancing shall not satisfied. For the avoidance of doubt, upon the occurrence of the Termination Date, this Agreement be consummated or otherwise shall automatically terminate and the Administrative Agent shall comply with Section 9.01(c) and Section 9.11be delayed.

Optional. The Borrower may, upon written notice by the Borrower to the Administrative AgentAgent (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 unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving TrancheAggregate Commitments, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving TrancheAggregate Commitments; 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. three Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) 10,000,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof and thereof, (iii) the Borrower shall not terminate or reduce (A) the Aggregate Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under and (iv) if, after giving effect to any reduction of the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche or (B) Aggregate Commitments, the Letter of Credit Sublimit ifexceeds the amount of the Aggregate Commitments, after giving effect thereto, such sublimit shall be automatically reduced by the Outstanding Amount amount of L/C Obligations not Cash Collateralized hereunder would exceed such excess. The Administrative Agent will promptly notify the Letter Lenders of Credit Sublimit. 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 occurrence Aggregate Commitments or non-occurrence such sublimit. The Administrative Agent will promptly notify the Lenders of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be revoked by the Borrower (by written notice applied to the Administrative Agent on or prior Commitment of each Lender, ratably, according to its Applicable Percentage. All fees accrued until the specified effective date) if such condition is not satisfied. For the avoidance date of doubt, upon the occurrence any termination of the Termination Date, this Agreement Aggregate Commitments shall automatically terminate and be paid on the Administrative Agent shall comply with Section 9.01(c) and Section 9.11.effective date of such termination. (b)

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of Term A Facility, the Commitments under any Term Loan TrancheRevolving Credit Facility, the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving Tranche, Swing Line Sublimit or from time to time permanently reduce the unused portions of Term A Facility, the Commitments under any Term Loan TrancheRevolving Credit Facility, the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) 4,000,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche or Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Any such A notice of termination or reduction of commitments pursuant to this Section 2.06(a) the Term A Facility, the Revolving Credit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit delivered by the Borrower may state that it such notice is conditioned upon the occurrence or non-occurrence effectiveness of any event specified therein (including facility or instrument refinancing all or a portion of the effectiveness outstanding Term A Commitments, Term A Loans or Revolving Credit Commitments or upon the consummation of other credit facilities)an acquisition transaction, in which case such notice may be revoked by the 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 doubt, upon the occurrence of the Termination Date, this Agreement shall automatically terminate and the Administrative Agent shall comply with Section 9.01(c) and Section 9.11.

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Facility, the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Sublimit, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Facility, the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent three 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 $1,000,000 (or the equivalent Dollar Amount) 10,000,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof thereof, (iii) a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such condition is not satisfied and (iiiiv) the Borrower shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche or Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Any such notice In addition, during the Availability Period in respect of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities)Term Facility, in which case such notice may be revoked by the Borrower (by written may, upon notice to the Administrative Agent on as set forth above, from time to time terminate (in whole or prior to in part) the specified effective date) if such condition is not satisfied. For the avoidance of doubt, upon the occurrence unused portion of the Termination Date, this Agreement shall automatically terminate and the Administrative Agent shall comply with Section 9.01(c) and Section 9.11aggregate Term Commitments.

Optional. The Borrower Borrowers may, upon written notice provided by the Lead Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Facility, the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Sublimit, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Facility, the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent three Business Days not later than 11:00 a.m. (or such shorter period as later time on such date acceptable to the Administrative Agent shall agreeAgent) five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) 500,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) in excess thereof and (iii) the Borrower Borrowers shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche or Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit. Any , or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Letter of Credit Sublimit; provided that any notice of reduction or termination may be conditioned on the occurrence of a specified event, the proceeds of which are intended to be utilized to refinance the commitments so reduced or terminated, and any such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is so conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by (or the Borrower (by written notice reduction or termination date delayed) to the Administrative Agent on or prior to the specified effective date) if extent such condition is not satisfied. For the avoidance of doubt, upon the occurrence of the Termination Date, this Agreement shall automatically terminate and the Administrative Agent shall comply with Section 9.01(c) and Section 9.11.

Optional. The Borrower may, upon written notice by from time to time on any Business Day occurring after the Borrower to the Administrative Agent, terminate the unused portions time of the Commitments under any Term initial Credit Extension hereunder, (a) voluntarily reduce the Swing Line Loan TrancheCommitment Amount, the Letter of Credit SublimitCommitment 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 unused Revolving Credit Commitments under any Revolving Tranche, Term F Loan Commitment Amount or from time to time permanently (b) voluntarily reduce the unused portions Revolving A-1 Loan Commitment Amount; provided, however, that all such reductions shall require at least three Business Days’ prior notice to the Administrative Agent and be permanent, 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 Commitments under any Term Revolving Loan Tranche, Commitment Amount which reduces the Revolving Loan Commitment Amount below the sum of (i) the Swing Line Loan Commitment Amount and (ii) the Letter of Credit SublimitCommitment Amount shall result in an automatic and corresponding reduction of the Swing Line Loan Commitment Amount and/or Letter of Credit Commitment Amount (as directed by the Borrower in a notice to the Administrative Agent delivered together with the notice of such voluntary reduction in the Revolving Loan Commitment Amount) to an aggregate amount not in excess of the Revolving Loan Commitment Amount, as so reduced, without any further action on the part of the Swing Line Lender or the unused Revolving Credit Commitments under any Revolving TrancheIssuer; provided that (i) any if after giving effect to such notice shall be received by reduction the Administrative Agent three Business Days (or outstanding Revolving Loan Commitments are greater than zero, then, in such shorter period manner as the Borrower and the Administrative Agent shall agree) prior to the date of termination or reduction, agree (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) or any whole multiple of $100,000 (or the equivalent Dollar Amount) in excess thereof and (iii) it being understood that the Borrower shall not terminate and the Administrative Agent will use commercially reasonable efforts to avoid the prepayment or reduce (A) assignment of any LIBO Rate Loan on a day other than the Commitments under any Tranche last day of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunderInterest Period applicable thereto), (x) the Total Revolving Lenders shall assign and assume outstanding Revolving Loans and participations in outstanding Letters of Credit Outstandings would exceed so as to cause the Aggregate Commitments under amounts of such Revolving Loans and participations in Letters of Credit held by each Revolving Lender to conform to the respective Percentages of the Revolving Credit Facility or Loan Commitment of the Revolving Lenders and (y) the Total concurrently with such assignments and assumptions, all such Revolving Credit Outstandings with respect to such Tranche would exceed Loans that are assumed by 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 Cash Collateralized hereunder would exceed the Letter of Credit Sublimit. Any such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence Lenders of any event specified therein (including the effectiveness Tranche shall be automatically converted to Revolving Loans of other credit facilities), in which case such notice may be revoked by the 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 doubt, upon the occurrence of the Termination Date, this Agreement shall automatically terminate and the Administrative Agent shall comply with Section 9.01(c) and Section 9.11Tranche.

Optional. The Borrower Company may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Facility, the Financial Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving Tranche, Swing Line Sublimit or from time to time permanently reduce the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Facility, the Financial Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent three 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 $1,000,000 (or the equivalent Dollar Amount) 10,000,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof and thereof, (iii) the Borrower Company shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche or Facility, (B) the Financial Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations with respect to Financial Letters of Credit not fully Cash Collateralized hereunder would exceed the Financial Letter of Credit Sublimit, (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit, and (iv) if, after giving effect to any 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. Any The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of commitments pursuant to provided in this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence Section. The amount of any event such reduction shall not be applied to the Alternative Currency Sublimit, the Financial Letter of Credit Sublimit or the Designated Borrower Sublimit unless otherwise specified therein by the Company. Any reduction of any Commitments hereunder shall be applied to the applicable Commitment of each applicable Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of any applicable Facility or Commitments shall be paid on the effective date of such termination. To the extent practicable, each partial reduction in the Financial Letter of Credit Sublimit shall be allocated ratably among the L/C Issuers in accordance with their respective Letter of Credit Commitments with respect to Financial Letters of Credit (including or as otherwise agreed among the effectiveness of other credit facilitiesCompany and the L/C Issuers). Notwithstanding the foregoing, in which case 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 by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) delayed if such condition New Financing is not satisfied. For consummated on the avoidance of doubt, upon the occurrence of the Termination Date, this Agreement shall automatically terminate and the Administrative Agent shall comply with Section 9.01(c) and Section 9.11date specified in such notice.

Optional. The Borrower Company may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Aggregate Revolving Credit Commitments under any Revolving TrancheCommitments, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Aggregate Revolving Credit Commitments under of any Revolving Tranche; provided that (i) any such notice shall be received by the Administrative Agent three one Business Days (or such shorter period as the Administrative Agent shall agree) Day prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount (A) of $1,000,000 (or the equivalent Dollar Amount) 500,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) in excess thereof and or (B) equal to the Aggregate Revolving Credit Commitments of such Tranche at such time, (iii) the Borrower shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) reduction of the Total Aggregate Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit 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 ifCommitments, after giving effect thereto, the Outstanding Amount of L/C Obligations not Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Swing Line Sublimit, the US Dollar Revolving Credit Facility or the Multicurrency Revolving Credit Facility exceeds the amount of the Aggregate Revolving Credit Commitments, such sublimit or facility commitments shall be automatically reduced by the amount of such excess, (iv) so long as the 2012 US Dollar Revolving Credit Commitments are outstanding, the Borrowers shall not reduce the US Dollar Revolving Credit Commitments of either Tranche under this paragraph unless they shall simultaneously and ratably reduce the corresponding US Dollar Revolving Credit Commitments of the other Tranche (it being understood and agreed that the Company may reduce 2012 US Dollar Revolving Credit Commitments under this paragraph without making any corresponding reduction of the 2014 US Dollar Revolving Credit Commitments) and (v) so long as the 2012 Multicurrency Revolving Credit Commitments are outstanding, the Borrowers shall not reduce the Multicurrency Revolving Credit Commitments of either Tranche under this paragraph unless they shall simultaneously and ratably reduce the corresponding Multicurrency Dollar Revolving Credit Commitments of the other Tranche (it being understood and agreed that the Company may reduce 2012 Multicurrency Revolving Credit Commitments under this paragraph without making any corresponding reduction of the 2014 Multicurrency Revolving Credit Commitments). Any such Notwithstanding the foregoing, the Company may rescind or postpone any notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) Aggregate Revolving Credit Commitments if such condition is not satisfied. For the avoidance termination would have resulted from a refinancing of doubt, upon the occurrence all of the Termination DateFacilities, this Agreement which refinancing shall automatically terminate and the Administrative Agent not be consummated or otherwise shall comply with Section 9.01(c) and Section 9.11be delayed.

Optional. (i) The Borrower may, upon written notice by shall have the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under right at any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving Tranche, or time and from time to time permanently reduce to prepay any Borrowing in whole or in part, subject to prior notice in accordance with the unused portions provisions of this Section 2.11(a)(i). The Borrower shall notify the Commitments under Administrative Agent by telephone (confirmed by telecopy) of any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving Tranche; provided that prepayment hereunder (i) any in the case of prepayment of a Eurocurrency Borrowing, not later than 11:00 a.m., Local Time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of prepayment. Each such notice shall be received by irrevocable and shall specify the Administrative Agent three Business Days (or such shorter period as prepayment date and the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate principal amount of $1,000,000 (each Borrowing or the equivalent Dollar Amount) or any whole multiple of $100,000 (or the equivalent Dollar Amount) in excess portion thereof and (iii) the Borrower shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility 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 Cash Collateralized hereunder would exceed the Letter of Credit Sublimit. Any such be prepaid; provided that a notice of termination or reduction of commitments pursuant to this Section 2.06(a) prepayment may state that it such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities)facilities or one or more other events specified therein, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided further that if a notice of prepayment given in connection with the prepayment of a Borrowing states that such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified therein, then 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. For the avoidance Promptly following receipt of doubtany such notice relating to a Borrowing, upon the occurrence of the Termination Date, this Agreement shall automatically terminate and the Administrative Agent shall comply with advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 9.01(c2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing and in such order of application as to the installments due under Section 2.10(a) and Section 9.11as directed by the Borrower.

Optional. The Borrower Borrowing Agent may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan TrancheAggregate USD Revolving Commitments, the Letter of Credit Sublimit, or Aggregate Multi-Currency Revolving Commitments and/or the unused Aggregate Specified Currency Revolving Credit Commitments under any Revolving TrancheCommitments, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan TrancheAggregate USD Revolving Commitments, the Letter of Credit Sublimit, or Aggregate Multi-Currency Revolving Commitments and/or the unused Aggregate Specified Currency Revolving Credit Commitments under any Revolving TrancheCommitments; provided that (i) any such notice shall be received by the Administrative Agent three 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 $1,000,000 (or the equivalent Dollar Amount) 10,000,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof and thereof, (iii) the Borrower Borrowing Agent shall not terminate or reduce (A) the Aggregate USD Revolving Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total USD Revolving Credit Outstandings would exceed the Aggregate Commitments under the USD Revolving Credit Facility or Commitments, (yiv) the Total Borrowing Agent shall not terminate or reduce the Aggregate Multi‑Currency 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 theretothereto and to any concurrent prepayments hereunder, the Outstanding Amount of L/C Obligations not Cash Collateralized hereunder Total Multi-Currency Revolving Outstandings would exceed the Letter Aggregate Multi‑Currency Revolving Commitments, (v) the Borrowing Agent shall not terminate or reduce the Aggregate Specified Currency Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Specified Currency Revolving Outstandings would exceed the Aggregate Specified Currency Revolving Commitments, and (vi) if, after giving effect to any reduction of Credit Sublimitthe Aggregate USD Revolving Commitments, the L/C-BA Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate USD Revolving Commitments, the applicable sublimit shall be automatically reduced by the amount of such excess. Any The Administrative Agent will promptly notify the applicable Revolving Lenders of any such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or nonAggregate USD Revolving Commitments, the Aggregate Multi-occurrence Currency Revolving Commitments and/or the Aggregate Specified Currency Revolving Commitments, as applicable. Any reduction of any event specified therein (including the effectiveness of other credit facilities)Aggregate USD Revolving Commitments, in which case such notice may Aggregate Multi-Currency Revolving Commitments and/or Aggregate Specified Currency Revolving Commitment shall be revoked by the Borrower (by written notice applied to the Administrative Agent on or prior applicable Revolving Commitment of each applicable Revolving Lender according to the specified effective date) if such condition is not satisfied. For the avoidance of doubt, upon the occurrence of the Termination Date, this Agreement shall automatically terminate and the Administrative Agent shall comply with Section 9.01(c) and Section 9.11its Applicable Revolving Percentage.

Optional. The Borrower Company may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Aggregate Revolving Credit Commitments under any Revolving TrancheCommitments, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Aggregate Revolving Credit Commitments under of any Revolving Tranche; provided that (i) any such notice shall be received by the Administrative Agent three one Business Days (or such shorter period as the Administrative Agent shall agree) Day prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount (A) of $1,000,000 (or the equivalent Dollar Amount) 500,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) in excess thereof and or (B) equal to the Aggregate Revolving Credit Commitments of such Tranche at such time, (iii) the Borrower shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) reduction of the Total Aggregate Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit 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 ifCommitments, after giving effect thereto, the Outstanding Amount of L/C Obligations not Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Swing Line Sublimit, the US Dollar Revolving Credit Facility or the Multicurrency Revolving Credit Facility exceeds the amount of the Aggregate Revolving Credit Commitments, such sublimit or facility commitments shall be automatically reduced by the amount of such excess, (iv) so long as the 2014 US Dollar Revolving Credit Commitments are outstanding, the Borrowers shall not reduce or terminate the US Dollar Revolving Credit Commitments of either Tranche under this paragraph unless they shall simultaneously and ratably reduce or terminate, as applicable, the corresponding US Dollar Revolving Credit Commitments of the other Tranche (it being understood and agreed that the Company may reduce or terminate 2014 US Dollar Revolving Credit Commitments under this paragraph without making any corresponding reduction or termination of the 2017 US Dollar Revolving Credit Commitments) and (v) so long as the 2014 Multicurrency Revolving Credit Commitments are outstanding, the Borrowers shall not reduce or terminate the Multicurrency Revolving Credit Commitments of either Tranche under this paragraph unless they shall simultaneously and ratably reduce or terminate, as applicable, the corresponding Multicurrency Dollar Revolving Credit Commitments of the other Tranche (it being understood and agreed that the Company may reduce or terminate 2014 Multicurrency Revolving Credit Commitments under this paragraph without making any corresponding reduction or termination of the 2017 Multicurrency Revolving Credit Commitments). Any such Notwithstanding the foregoing, the Company may rescind or postpone any notice of reduction or termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness Series of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) Revolving Credit Commitments if such condition is not satisfied. For the avoidance reduction or termination would have resulted from a refinancing of doubt, upon the occurrence all or any part of the Termination DateFacilities, this Agreement which refinancing shall automatically terminate and the Administrative Agent not be consummated or otherwise shall comply with Section 9.01(c) and Section 9.11be delayed.

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions Revolving Credit Commitments of the Commitments under any Term Loan Trancheeither Class, the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Sublimit, or from time to time permanently reduce the unused portions Revolving Credit Commitments of the Commitments under any Term Loan Trancheeither Class, the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent three not later than 12:00 noon five Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) 10,000,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under Revolving Credit Facility, (B) the Multicurrency Revolving Credit Facility or (y) if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Multicurrency Revolving Credit Outstandings with respect to such Tranche would exceed the Multicurrency Revolving Credit Commitments under such Tranche or Facility, (BC) 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. Any such , or (E) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit; provided that any notice so given to the Administrative Agent in connection with a refinancing of termination or reduction of commitments pursuant to this Section 2.06(aall Obligations (other than contingent indemnification obligations) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including be conditional on the effectiveness of the replacement credit agreement or other credit facilities), in which case such notice similar document and may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied, subject to the provisions of Section 3.05. For In addition, during the avoidance Availability Period in respect of doubtthe Term A Facility, the Borrower may, upon the occurrence of the Termination Date, this Agreement shall automatically terminate and notice to the Administrative Agent shall comply with Section 9.01(cas set forth above, from time to time terminate (in whole or in part) and Section 9.11the unused portion of the aggregate Term A Commitments.

Optional. The Borrower Company may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving TrancheFacility, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving TrancheFacility; provided that (i) any such notice shall be received by the Administrative Agent three not later than 12:00 noon five Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) 10,000,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof and thereof, (iii) the Borrower Company shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under Revolving Credit Facility, (iv) if, after giving effect to any reduction of the Revolving Credit Facility or (y) Facility, the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche or (B) Alternative Currency Sublimit, the Letter of Credit Sublimit ifor the Designated Borrower Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, after giving effect thereto, in each case such sublimit shall be automatically reduced by the Outstanding Amount amount of L/C Obligations not Cash Collateralized hereunder would exceed such excess. The Administrative Agent will promptly notify the Letter Lenders of Credit Sublimit. Any any such notice of termination or reduction of commitments pursuant to this Section 2.06(athe Revolving Credit Facility. Except as provided in clause (iv) may state that it is conditioned upon of the occurrence or non-occurrence immediately preceding sentence, the amount of any event reduction of the Revolving Credit Facility shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice Company. Any reduction of the Revolving Credit Facility shall be applied to the Administrative Agent on or prior Commitment of each Lender according to its Applicable Percentage. All fees accrued until the specified effective date) if such condition is not satisfied. For the avoidance date of doubt, upon the occurrence any termination of the Termination Date, this Agreement Revolving Credit Facility shall automatically terminate and be paid on the Administrative Agent shall comply with Section 9.01(c) and Section 9.11.effective date of such termination. BOI-39221v8

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan TrancheAggregate Revolving Credit Commitments, the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Sublimit, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan TrancheAggregate Revolving Credit Commitments, the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) 2,000,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) 500,000 in excess thereof and 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 Borrower shall not terminate or reduce (A) the Commitments under any Tranche of the Aggregate Revolving Credit Facility Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche or 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 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. Any The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of commitments pursuant 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 this Section 2.06(a) 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 it such notice is conditioned upon the occurrence or non-occurrence effectiveness of any event specified therein (including facility or instrument refinancing all or a portion of the effectiveness outstanding Term Loans or Revolving Credit Commitments or upon the consummation of other credit facilities)an acquisition transaction, in which case such notice may be revoked by the 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 doubt, upon the occurrence of the Termination Date, this Agreement shall automatically terminate and the Administrative Agent shall comply with Section 9.01(c) and Section 9.11.

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving TrancheFacility, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving TrancheFacility; provided that (i) any such notice shall be received by the Administrative Agent three five Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of (x) $1,000,000 (or the equivalent Dollar Amount) or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof in respect of Commitments denominated in Dollars and (y) €1,000,000 or any whole multiple of €1,000,000 in excess thereof in respect of Commitments denominated in Euros and (iii) the Borrower shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Dollar Amount of the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the such Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under in respect of such Tranche or Revolving Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Dollar Amount of the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or (C) the Swingline Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Loans would exceed the Swingline Sublimit. Any such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the 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 doubt, upon the occurrence of the Termination Date, this Agreement shall automatically terminate and the Administrative Agent shall comply with Section 9.01(c) and Section 9.11.

Optional. The Borrower Co-Borrowers may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions Revolving Credit Commitments of the Commitments under any Term Loan Trancheeither Class, the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Sublimit, or from time to time permanently reduce the unused portions Revolving Credit Commitments of the Commitments under any Term Loan Trancheeither Class, the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent three not later than 12:00 noon five Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) 10,000,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof and (iii) the Borrower Co-Borrowers shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under Revolving Credit Facility, (B) the Multicurrency Revolving Credit Facility or (y) if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Multicurrency Revolving Credit Outstandings with respect to such Tranche would exceed the Multicurrency Revolving Credit Commitments under such Tranche or Facility, (BC) 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. Any such , or (E) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit; provided that any notice so given to the Administrative Agent in connection with a refinancing of termination or reduction of commitments pursuant to this Section 2.06(aall Obligations (other than contingent indemnification obligations) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including be conditional on the effectiveness of the replacement credit agreement or other credit facilities), in which case such notice similar document and may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) Co-Borrowers if such condition is not satisfied. For , subject to the avoidance provisions of doubt, upon the occurrence of the Termination Date, this Agreement shall automatically terminate and the Administrative Agent shall comply with Section 9.01(c) and Section 9.113.05.

Optional. The Borrower Borrowers may, upon not less than three Business Days’ written notice by the Borrower Representative to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan Tranche, the any Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving Tranche, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving Tranche; provided that (i) any such notice shall be received by the Administrative Agent three five Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or equal to the equivalent Dollar Amount) or any whole multiple of $100,000 (or the equivalent Dollar Amount) in excess thereof applicable Threshold Amount and (iii) the Borrower Borrowers shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche or 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 Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of any Swing Line Loans would exceed the Swing Line Sublimit. Any such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower Borrowers (by written notice from the Borrower Representative to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. For the avoidance of doubt, upon the occurrence of the Termination Date, this Agreement shall automatically terminate and the Administrative Agent shall comply with Section 9.01(c) and Section 9.11.

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Facility, the Financial/Commercial Letter of Credit Sublimit, the Swing Line Sublimit or the unused Revolving Performance Letter of Credit Commitments under any Revolving TrancheFacility, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Facility, the Financial/Commercial Letter of Credit Sublimit, the Swing Line Sublimit or the unused Revolving Performance Letter of Credit Commitments under any Revolving TrancheFacility; provided that (i) any such notice shall be received by the Administrative Agent three 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 $1,000,000 (or the equivalent Dollar Amount) 10,000,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof and thereof, (iii) the Borrower shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments and Cash Collateralization of L/C Obligations hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche or Facility, (B) the Financial/Commercial Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations with respect to all Financial Letters of Credit and Commercial Letters of Credit not fully Cash Collateralized hereunder would exceed the Financial/Commercial Letter of Credit Sublimit. Any , (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit, 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 shall be automatically reduced by the amount of such excess and (v) any notice of termination or reduction of commitments pursuant to this Section 2.06(a) the Commitments, the Financial/Commercial Letter of Credit Sublimit or the Swing Line Sublimit delivered by the Borrower may state that it such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities)facilities or other transactions specified therein, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. For In addition, during the avoidance Availability Period in respect of doubtthe Term A-2 Facility, the Borrower may, upon the occurrence of the Termination Date, this Agreement shall automatically terminate and notice to the Administrative Agent as set forth above, from time to time terminate (in whole or in part) the unused portion of the aggregate Term A-2 Commitments. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction provided in this Section. Any reduction of any Commitments hereunder shall comply be applied to the applicable Commitment of each applicable Lender according to its Applicable Percentage. To the extent practicable, each partial reduction in the Financial/Commercial Letter of Credit Sublimit shall be allocated ratably among the L/C Issuers in accordance with Section 9.01(c) their respective Letter of Credit Commitments with respect to Financial Letters of Credit and Section 9.11Commercial Letters of Credit (or as otherwise agreed among the Borrower and the L/C Issuers). All fees accrued until the effective date of any termination of any applicable Facility or Commitments shall be paid on the effective date of such termination. Notwithstanding the foregoing, 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 Borrower Company may, upon written notice by the Borrower to the Administrative Agent, (x) terminate the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Facility, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Sublimit, or the Alternative Currency Sublimit, (y) from time to time permanently reduce the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Facility, the Letter of Credit Sublimit, the Swing Line Sublimit, the Alternative Currency Sublimit or (z) prior to the unused Revolving Credit Commitments under any Revolving TrancheDelayed Draw Termination Date, terminate or permanently reduce the Delayed Draw Term Facility; provided that (i) any such notice shall be received by the Administrative Agent three 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 $1,000,000 (or the equivalent Dollar Amount) 5,000,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof thereof, and (iii) the Borrower Company shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche or 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. Any such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein Sublimit (including the effectiveness of other credit facilitiesas so reduced), (C) the Swing Line Sublimit if, after giving 63861415 effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit (as so reduced), (D) the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Credit Loans denominated in which case such notice may be revoked by Alternative Currencies would exceed the Borrower Alternative Currency Sublimit (by written notice as so reduced), (E) the Aggregate Dollar Tranche Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Administrative Agent on aggregate Outstanding Amount of Dollar Tranche Loans would exceed the Aggregate Dollar Tranche Commitments (as so reduced), or prior (F) the Aggregate Alternative Currency Tranche Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the specified effective date) if such condition is not satisfied. For aggregate Outstanding Amount of Alternative Currency Tranche Loans would exceed the avoidance of doubt, upon the occurrence of the Termination Date, this Agreement shall automatically terminate and the Administrative Agent shall comply with Section 9.01(c) and Section 9.11Aggregate Alternative Currency Tranche Commitments (as so reduced).

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan Tranche, Tranche or terminate the Letter of Credit Sublimit, the Swingline Sublimit or the unused Revolving Credit Commitments under any Revolving Tranche, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan Tranche, Tranche or permanently reduce the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving Tranche; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) 10,000,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche or 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 Swingline Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the outstanding Swingline Loans would exceed the Swingline Sublimit. Any such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence 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 Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedsatisfied or delayed. For the avoidance of doubt, upon the occurrence of the Termination Date, this Agreement shall automatically terminate and the Administrative Agent shall comply with Section 9.01(c) and Section 9.11.(b)

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions Commitments of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving TrancheClass, or from time to time permanently reduce the unused portions Commitments of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving TrancheClass; provided that (i) any such notice shall be received by the Administrative Agent three two (2) Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, reduction and (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) or any whole multiple of $100,000 (or the equivalent Dollar Amount) in excess thereof thereof. It being understood and agreed that (iii1) the Borrower shall not terminate or reduce (A) the Commitments under may allocate any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility 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 Cash Collateralized hereunder would exceed the Letter of Credit Sublimit. Any such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence Commitments among Classes of any event specified therein Commitments at its direction (including the effectiveness of other credit facilities)including, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. For for the avoidance of doubt, upon to the occurrence Commitments with respect to any Class of Extended Revolving Credit Commitments without any termination or reduction of the Termination DateCommitments with respect to any Existing Revolving Credit Commitments of the same Specified Existing Revolving Credit Commitment Class) and (2) in connection with the establishment on any date of any Extended Revolving Credit Commitments pursuant to Section 2.15, this Agreement the Existing Revolving Credit Commitments of any one or more Lenders providing any such Extended Revolving Credit Commitments on such date shall automatically terminate be reduced in an amount equal to the amount of Specified Existing Revolving Credit Commitments so extended on such date or, if agreed by the Borrower and the Administrative Agent shall comply Lenders providing such Extended Revolving Credit Commitments, by any greater amount so long as the Borrower prepays the Existing Revolving Credit Loans of such Class owed to such Lenders providing such Extended Revolving Credit Commitments to the extent necessary to ensure that after giving effect to such repayment or reduction, the Existing Revolving Credit Loans of such Class are held by the Lenders of such Class on a pro rata basis in accordance with Section 9.01(c) their Existing Revolving Credit Commitments of such Class after giving effect to such reduction; provided that after giving effect to any such reduction and Section 9.11to the repayment of any Loans made on such date, the aggregate amount of the revolving credit exposure of any such Lender does not exceed the Existing Revolving Credit Commitment thereof (such revolving credit exposure and Revolving Credit Commitment being determined in each case, for the avoidance of doubt, exclusive of such Lender’s Extended Revolving Credit Commitment and any exposure in respect thereof).

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Facility, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving TrancheNon-Cash Management Swing Line Sublimit or, subject to the terms of the Autoborrow Agreement, the Cash Management Swing Line Sublimit or from time to time permanently reduce the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Facility, the Letter of Credit Sublimit, the Non-Cash Management Swing Line Sublimit or, subject to the terms of the Autoborrow Agreement, the Cash Management Swing Line Sublimit without premium or the unused Revolving Credit Commitments under any Revolving Tranchepenalty; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) 5,000,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) 500,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the sum of (x1) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or plus (y2) the Total Revolving Credit Outstandings with respect to such Tranche Cash Management Swing Line Sublimit would exceed the Revolving Credit Commitments under such Tranche or Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit. Any such , (C) the Cash Management Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Cash Management Swing Line Loans would exceed the Cash Management Swing Line Sublimit or (D) the Non-Cash Management Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Non-Cash Management Swing Line Loans would exceed the Non-Cash Management Swing Line Sublimit; provided further that a notice of termination or reduction of commitments pursuant to this Section 2.06(a) delivered by Borrower hereunder may state that it such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities)facilities or the closing of another transactions, the proceeds of which will be used to prepay any outstanding Loans, in which case such notice termination or reduction may be revoked conditional upon the effectiveness of such other credit facilities or the closing of such other transaction. Unless otherwise specified by the Borrower (by in such notice, any termination or reduction of the Cash Management Swing Line Sublimit shall not terminate or reduce the Non-Cash Management Swing Line Sublimit. Notwithstanding anything to the contrary contained herein, the Cash Management Swing Line Lender may upon prior written notice to the Administrative Agent on or prior and the Borrower terminate the Cash Management Swing Line Sublimit pursuant to and in accordance with the specified effective date) if such condition is not satisfied. For the avoidance of doubt, upon the occurrence terms of the Termination DateAutoborrow Agreement and upon such termination the Cash Management Swing Line Lender shall cease to be a Swing Line Lender hereunder and shall be discharged from its duties and obligations as a Swing Line Lender hereunder and under the other Loan Document; provided that it shall retain all the rights of a Swing Line Lender provided for hereunder with respect to Cash Management Swing Line Loans made by it and outstanding as of the effective date of such termination, this 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 automatically terminate and not, unless specifically requested by the Administrative Agent shall comply with Section 9.01(c) and Section 9.11Borrower, reduce the amount of the Swing Line Sublimit.

Optional. The Borrower Borrowing Agent may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan TrancheAggregate USD Revolving Commitments, the Letter of Credit Sublimit, or Aggregate Multi-Currency Revolving Commitments and/or the unused Aggregate Specified Currency Revolving Credit Commitments under any Revolving TrancheCommitments, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan TrancheAggregate USD Revolving Commitments, the Letter of Credit Sublimit, or Aggregate Multi-Currency Revolving Commitments and/or the unused Aggregate Specified Currency Revolving Credit Commitments under any Revolving TrancheCommitments; provided that (i) any such notice shall be received by the Administrative Agent three 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 $1,000,000 (or the equivalent Dollar Amount) 10,000,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof and thereof, (iii) the Borrower Borrowing Agent shall not terminate or reduce (A) the Aggregate USD Revolving Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total USD Revolving Credit Outstandings would exceed the Aggregate Commitments under the USD Revolving Credit Facility or Commitments, (yiv) the Total Borrowing Agent shall not terminate or reduce the Aggregate Multi-Currency 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 theretothereto and to any concurrent prepayments hereunder, the Outstanding Amount of L/C Obligations not Cash Collateralized hereunder Total Multi-Currency Revolving Outstandings would exceed the Letter of Credit Sublimit. Any such notice of termination Aggregate Multi-Currency Revolving Commitments, (v) the Borrowing Agent shall not terminate or reduce the Aggregate Specified Currency Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Specified Currency Revolving Outstandings would exceed the Aggregate Specified Currency Revolving Commitments, and (vi) if, after giving effect to any reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence Aggregate USD Revolving Commitments, the L/C-BA Sublimit or non-occurrence the Swing Line Sublimit exceeds the amount of any event specified therein (including the effectiveness of other credit facilities)Aggregate USD Revolving Commitments, in which case such notice may the applicable sublimit shall be revoked automatically reduced by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if amount of such condition is not satisfied. For the avoidance of doubt, upon the occurrence of the Termination Date, this Agreement shall automatically terminate and the Administrative Agent shall comply with Section 9.01(c) and Section 9.11excess.

Optional. The Borrower may, upon written notice by the Borrower to the Administrative AgentAgent (which notice may, at the Borrower’s election, be conditioned upon the consummation of a refinancing, provided the Borrower shall compensate each Lender for any additional amounts required pursuant to Section 3.05 suffered as a result of any notice that is conditioned upon the consummation of a refinancing), (x) terminate the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving TrancheAggregate Commitments, or from time to time permanently reduce the unused portions of Aggregate Commitments or (y) prior to the Commitments under any Term Loan TrancheOriginal Maturity Date, terminate the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving TrancheOriginal Commitments; 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. three Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) 10,000,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof and thereof, (iii) the Borrower shall not (x) terminate or reduce (A) the Aggregate Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) terminate the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Original Commitments under such Tranche or (B) the Letter of Credit Sublimit if, after giving effect theretothereto and to any concurrent prepayments hereunder (including pursuant to Section 2.06(c)), there would be any Total Outstandings in respect of the Original Commitments and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Outstanding Amount Swing Line Sublimit exceeds the amount of L/C Obligations not Cash Collateralized hereunder would exceed the Letter Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of Credit Sublimitsuch excess. Any The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of commitments pursuant the Aggregate Commitments or the Original Commitments. Any reduction of the Aggregate Commitments shall be applied to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence Original Commitment and Extended Commitment of each Lender, ratably, according to its Applicable Percentage. All fees accrued until the effective date of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. For the avoidance of doubt, upon the occurrence termination of the Termination Date, this Agreement Aggregate Commitments shall automatically terminate and be paid on the Administrative Agent shall comply effective date of such termination. any case materially detract from the value of the property subject thereto or interfere with Section 9.01(c) and Section 9.11.the ordinary conduct of the business of the Borrower;

Optional. The Borrower may, at its option and upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan TrancheDollar Revolving Credit Commitments, the Letter of Multicurrency Revolving Credit Sublimit, Commitments and/or or the unused Revolving Credit Commitments under any Revolving Trancheportion of the Term Loan Commitments, or from time to time permanently reduce in part the unused portions of the Commitments under any Term Loan TrancheDollar Revolving Credit Commitments, the Letter of Credit Sublimit, or the unused Multicurrency Revolving Credit Commitments under any Revolving Trancheand/or the unused portion of the Term Loan Commitments; provided that (i) any such notice shall be received by the Administrative Agent three 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 reduction of the Dollar Revolving Credit Facility or the Multicurrency Revolving Credit Facility shall be applied pro rata between each such Revolving Credit Facility (and the Administrative Agent shall make such application regardless of any contradictory notice from the Borrower), (iii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) 10,000,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof (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 (iiiii), 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), (iv) the Borrower shall not terminate or reduce (A) the Commitments under any Tranche of the Dollar Revolving Credit Facility Commitments or the Multicurrency Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Dollar Revolving Credit Outstandings or the Total Multicurrency Revolving Credit Outstandings, as applicable, would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the aggregate Dollar Revolving Credit Commitments under such Tranche or the aggregate Multicurrency Revolving Credit Commitments, respectively, and (Bv) the Letter of Credit Sublimit if, after giving effect theretoto any reduction of the aggregate Multicurrency Revolving Credit Commitments, the Outstanding Amount Swing Line Sublimit exceeds the amount of L/C Obligations not Cash Collateralized hereunder would exceed the Letter aggregate Multicurrency Revolving Credit Commitments, such Swing Line Sublimit shall be automatically reduced by the amount of Credit Sublimitsuch excess. Any The Administrative Agent will promptly notify the applicable Lenders of any such notice of termination or reduction of commitments pursuant the Dollar Revolving Credit Commitments, the Multicurrency Revolving Credit Commitments or the unused portion of the Term Loan Commitments. Any reduction of the Dollar Revolving Credit Commitments, the Multicurrency Revolving Credit Commitments or the unused portion of the Term Loan Commitments shall be applied to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence applicable Commitment of each applicable Lender according to its Applicable Percentage of the appropriate Facility. All fees accrued until the effective date of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. For the avoidance of doubt, upon the occurrence termination of the Termination DateDollar Revolving Credit Commitments, this Agreement the Multicurrency Revolving Credit Commitments or the unused portion of the Term Loan Commitments shall automatically terminate and be paid on the Administrative Agent shall comply with Section 9.01(c) and Section 9.11effective date of such termination, notwithstanding any later payment date provided for herein.

Optional. The Each Borrower may, upon written notice by no later than (I) 12:00 P.M. (New York City time) on the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving Tranche, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving Tranche; provided that (i) any such notice shall be received by the Administrative Agent three third Business Days (or such shorter period as the Administrative Agent shall agree) 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 such partial reduction shall be in an aggregate amount of $1,000,000 (Foreign Currency or the equivalent Dollar Amount) or any whole multiple of $100,000 (or the equivalent Dollar Amount) in excess thereof Alternative Currency Daily Rate Advances, and (iiiIV) 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 shall not terminate or reduce (A) only to the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to extent that such Tranche would exceed the Revolving Credit Commitments under prepayment notice stated that such Tranche or (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not Cash Collateralized hereunder would exceed the Letter of Credit Sublimit. Any such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is prepayment was conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities)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 Administrative Agent on or prior to the specified effective date) if such condition to prepayment is or will not be satisfied. For ) to the avoidance of doubt, upon Agent stating the occurrence proposed date and aggregate principal amount of the Termination Dateprepayment, this Agreement 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 prepayment shall automatically terminate be in an aggregate principal amount of (A) not less than $1,000,000 or a whole multiple of $100,000 in excess thereof in the case of a Sealed Air – 4th A&R Syndicated Facility Agt Term Advance, (B) not less than the Revolving Credit Borrowing Minimum or a Revolving Credit Borrowing Multiple in excess thereof in the case of Revolving Credit Advances or (C) not less than $500,000 or an integral multiple thereof in the case of Swing Line Advances and (y) in the Administrative Agent event of any such prepayment of a Term Rate Advance, other than on the last day of an Interest Period thereunder, the Borrower making such prepayment shall comply with be obligated to reimburse the Lenders in respect thereof pursuant to Section 9.01(c) and Section 9.119.04(c).

Optional. The Borrower Borrowers may, upon written notice by the Borrower Company to the Administrative AgentAgent and without penalty or premium, terminate the unused portions of the Commitments under any Term Loan TrancheAggregate Commitments, the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Sublimit, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan TrancheAggregate Commitments, the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent three 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 $1,000,000 (or the equivalent Dollar Amount) 5,000,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof and thereof, (iii) the Borrower Borrowers shall not terminate or reduce (A) the Aggregate Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche or 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 Swing Line Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. Any The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of commitments pursuant the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction of the Aggregate Commitments shall be applied to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. For the avoidance of doubt, upon the occurrence termination of the Termination Date, this Agreement Aggregate Commitments shall automatically terminate and be paid on the Administrative Agent shall comply with Section 9.01(c) and Section 9.11.effective date of such termination. 41

Optional. The Borrower mayshall have the right, upon not less than five Business Days' written notice by the Borrower to the Administrative Agent, Agent to terminate the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving Trancheor, or from time to time permanently time, reduce the unused portions amount of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving Tranche; Commitments, provided that (i) any such notice reduction shall be received accompanied by prepayment of the Administrative Agent three Business Days (or such shorter period as Loans made hereunder, together with accrued interest on the Administrative Agent shall agree) prior 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 $1,000,000 (or the equivalent Dollar Amount) or any a whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof and (iii) shall reduce permanently the Borrower shall not terminate or reduce (A) the Commitments under any Tranche amount of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility 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 Cash Collateralized hereunder would exceed the Letter of Credit Sublimit. Any such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), then in which case such notice may be revoked by the 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 doubt, upon the occurrence of the Termination Date, this Agreement shall automatically terminate and the Administrative Agent shall comply with Section 9.01(c) and Section 9.11effect.

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions Commitments of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving TrancheClass, or from time to time permanently reduce the unused portions Commitments of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving TrancheClass; provided that (i) any such notice shall be received by the Administrative Agent three two (2) Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, reduction and (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) or any whole multiple of $100,000 (or the equivalent Dollar Amount) in excess thereof 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 Borrower shall not terminate or reduce (A) the Commitments under may allocate any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility 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 Cash Collateralized hereunder would exceed the Letter of Credit Sublimit. Any such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence Commitments among Classes of any event specified therein Commitments at its direction (including the effectiveness of other credit facilities)including, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. For for the avoidance of doubt, upon to the occurrence Commitments with respect to any Class of Extended Revolving Credit Commitments without any termination or reduction of the Termination DateCommitments with respect to any Existing Revolving Credit Commitments of the same Specified Existing Revolving Credit Commitment Class) and (2) in connection with the establishment on any date of any Extended Revolving Credit Commitments pursuant to Section 2.15, this Agreement the Existing Revolving Credit Commitments of any one or more Lenders providing any such Extended Revolving Credit Commitments on such date shall automatically terminate be reduced in an amount equal to the amount of Specified Existing Revolving Credit Commitments so extended on such date or, if agreed by the Borrower and the Administrative Agent shall comply Lenders providing such Extended Revolving Credit Commitments, by any greater amount so long as the Borrower prepays the Existing Revolving Credit Loans of such Class owed to such Lenders providing such Extended Revolving Credit Commitments to the extent necessary to ensure that after giving effect to such repayment or reduction, the Existing Revolving Credit Loans of such Class are held by the Lenders of such Class on a pro rata basis in accordance with Section 9.01(c) their Existing Revolving Credit Commitments of such Class after giving effect to such reduction; provided that after giving effect to any such reduction and Section 9.11to the repayment of any Loans made on such date, the aggregate amount of the revolving credit exposure of any such Lender does not exceed the Existing Revolving Credit Commitment thereof (such revolving credit exposure and Revolving Credit Commitment being determined in each case, for the avoidance of doubt, exclusive of such Lender’s Extended Revolving Credit Commitment and any exposure in respect thereof).

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Facility, the Letter of Credit Sublimit, Subfacility or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Subfacility, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Facility, the Letter of Credit Sublimit, Subfacility or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Subfacility; provided that (i) any such notice shall be received by the Administrative Agent three not later than 11:00 a.m. five Business Days (or such shorter period as is acceptable to the Administrative Agent shall agreeAgent) 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 $1,000,000 (or the equivalent Dollar Amount) 3,000,000 or any ‑55‑ whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche or 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 Sublimit. Any such notice Subfacility, or (C) the Swing Line Subfacility if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon Swing Line Loans would exceed the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. For the avoidance of doubt, upon the occurrence of the Termination Date, this Agreement shall automatically terminate and the Administrative Agent shall comply with Section 9.01(c) and Section 9.11Swing Line Subfacility.

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Facility, the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Sublimit, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Facility, the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent three 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 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 $1,000,000 (or the equivalent Dollar Amount) 3,000,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche or 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. Any such notice , or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of termination or reduction Swing Line Loans would exceed the Letter of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the 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 doubt, upon the occurrence of the Termination Date, this Agreement shall automatically terminate and the Administrative Agent shall comply with Section 9.01(c) and Section 9.11Credit Sublimit.

Optional. The Borrower BorrowerBorrowers may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving TrancheAggregate Commitments, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving TrancheAggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent three not later than 11:00 a.m11:00 A.M. five Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, provided, however, the Borrowerapplicable Borrowers may revoke such notice prior to the scheduled date of termination or reduction, (ii) [reserved]provided that, in the case of the AUD RC Tranche, the applicable Borrower provides notice of such revocation not later than 11:00 A.M. three (3) Business Days prior to the proposed day of termination or reduction, (ii) such notice shall state whether the termination or reduction relates to Committed RC Loans or Term Loans, (iii) any such partial reduction shall be in an aggregate amount of $1,000,000 US$10,000,000 (or the equivalent US Dollar AmountEquivalent thereof) or any whole multiple of $100,000 US$1,000,000 (or the equivalent US Dollar AmountEquivalent thereof) in excess thereof and thereof, (iiiiv) the xxxxx Borrower shall not terminate or reduce (A) the Aggregate Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments, and (v) if, after giving effect to any reduction of the aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with in respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche or (B) of any Committed RC Loans, the Letter of Credit Sublimit iffor the applicable Tranche or the Swing Line Sublimit for the applicable Tranche exceeds the amount of the aggregate Commitments in respect of Committed RC Loans allocated to such Tranche, after giving effect thereto, such Sublimit shall be automatically reduced by the Outstanding Amount amount of L/C Obligations not Cash Collateralized hereunder would exceed such excess. The Administrative Agent will promptly notify the Letter Lenders of Credit Sublimit. Any any such notice of termination or reduction of commitments pursuant the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence Commitment of each Lender according to its Applicable Percentage in respect of Committed RC Loansthe applicable Tranche. All fees accrued until the effective date of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the 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 doubt, upon the occurrence termination of the Termination Date, this Agreement Aggregate Commitments shall automatically terminate and be paid on the Administrative Agent shall comply with Section 9.01(c) and Section 9.11effective date of such termination.

Optional. The Borrower Borrowers may, upon written irrevocable notice (provided such notice may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked by the Borrower Borrowers (by notice to the Administrative AgentAgent on or prior to the specified effective date of termination) if such condition is not satisfied), terminate the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Commitments, the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Sublimit, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Commitments, the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Sublimit; provided provided, that (i) any such notice shall be received by the Administrative Agent not later than 12:00 p.m., three (3) Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reductionreduction (which must be a Business Day), (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) or any whole multiple of $100,000 (or the equivalent Dollar Amount) 500,000 in excess thereof and (iii) the Borrower Borrowers shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) Line Cap, unless they make a simultaneous payment to reduce the Total Revolving Credit Outstandings with respect in an amount sufficient to eliminate such Tranche would exceed the Revolving Credit Commitments under such Tranche or excess, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit. Any , unless they simultaneously provide Cash Collateral in an amount sufficient to eliminate such notice excess, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon Swing Line Loans would exceed the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. For the avoidance of doubt, upon the occurrence of the Termination Date, this Agreement shall automatically terminate and the Administrative Agent shall comply with Section 9.01(c) and Section 9.11Swing Line Sublimit.

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Aggregate Revolving Credit Commitments under any Revolving Trancheor the Swing Line Sublimit, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Aggregate Revolving Credit Commitments under or the Swing Line Sublimit, in each case, of any Revolving Tranche; Class; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof and thereof, (iii) the Borrower shall not terminate or reduce (A) the Commitments under any Tranche of the Aggregate Revolving Credit Facility Commitments of any Class if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings Loan Outstanding of such Class would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under of such Tranche or (B) the Letter of Credit Sublimit ifClass, after giving effect thereto, the Outstanding Amount of L/C Obligations not Cash Collateralized hereunder would exceed the Letter of Credit Sublimit. Any such provided that a notice of termination or reduction of commitments pursuant to this Section 2.06(a) the Aggregate Revolving Credit Commitments delivered by the Borrower may state that it such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including i) the effectiveness of other another credit facilities)facility or the closing of a securities offering or (ii) a Change of Control, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedsatisfied (provided, further, that the failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section 3.05). For The Administrative Agent will promptly notify the avoidance Revolving Lenders of doubt, upon the occurrence any such notice of termination or reduction of the Termination DateAggregate Revolving Credit Commitments, this Agreement and (iv) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Swing Line Sublimit shall be automatically terminate and reduced by the Administrative Agent shall comply with Section 9.01(c) and Section 9.11amount of such excess.

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Facility, the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving Tranche, Swing Line Sublimit or from time to time permanently reduce the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Facility, the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) 10,000,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche or Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Any such A notice of termination or reduction of commitments pursuant to this Section 2.06(a) the Revolving Credit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit delivered by the Borrower may state that it such notice is conditioned upon the occurrence or non-occurrence effectiveness of any event specified therein (including facility or instrument refinancing all or a portion of the effectiveness outstanding Term A Loans or Revolving Credit Commitments or upon the consummation of other credit facilities)an acquisition transaction, in which case such notice may be revoked by the 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 doubt, upon the occurrence of the Termination Date, this Agreement shall automatically terminate and the Administrative Agent shall comply with Section 9.01(c) and Section 9.11.

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions Commitments (with “unused” for this Section 2.06 meaning, for any portion of the Commitments under any Term Loan TrancheCommitment, the Letter that no Loans or participations in Letters of Credit Sublimit, or the unused Revolving Credit Commitments under Swing Line Loans exist in respect of such portion of such Commitment) of any Revolving TrancheClass, or from time to time permanently reduce the unused portions Commitments of the Commitments under any Term Loan TrancheClass, the Letter of Credit Sublimit, in each case without premium or the unused Revolving Credit Commitments under any Revolving Tranchepenalty; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days (or such shorter period as the Administrative Agent shall agree) Day prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) 5,000,000, or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof and or, if less, the entire amount thereof, (iii) the Borrower shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunderreduction of the Commitments, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit 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 ifor the Swing Line Sublimit exceeds the amount of the Revolving Credit Facilities, such sublimit shall be automatically reduced by the amount of such excess and (iv) prior to the Maturity Date for the Series C Revolving Credit Facility, after giving effect theretoto such reduction or termination, the Outstanding Amount Series A Revolving Credit Exposure and the Series B Revolving Credit Exposure of L/C Obligations each Series A Revolving Credit Lender and each Series B Revolving Credit Lender that is not Cash Collateralized hereunder would a Defaulting Lender (after giving effect to the reallocations referred to in Sections 2.03(p) and 2.04(h) as if such reallocations were to occur on such date) shall not exceed the Series A Revolving Credit Commitment of such Series A Revolving Credit Lender or the Series B Revolving Credit Commitment of such Series B Revolving Credit Lender, respectively. Except as provided above, the amount of any such Commitment reduction shall not be applied to the Letter of Credit SublimitSublimit or the Swing Line Sublimit unless otherwise specified by the Borrower provided, further, that terminations of any unused Revolving Credit Commitments shall be made (x) prior to the Maturity Date applicable to the Series C Revolving Credit Commitments ratably among the Series A Revolving Credit Commitments, the Series B Revolving Credit Commitments and the Series C Revolving Credit Commitments and (y) on and after the Maturity Date applicable to the Series C Revolving Credit Commitments ratable among the Series A Revolving Credit Commitments and the Series B Revolving Credit Commitments. Any such Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) Commitments if such condition is not satisfied. For the avoidance termination would have resulted from a refinancing of doubt, upon the occurrence all of the Termination Dateapplicable Facility, this Agreement which refinancing shall automatically terminate and the Administrative Agent not be consummated or otherwise shall comply with Section 9.01(c) and Section 9.11be delayed.

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving Tranche, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving Tranche; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) 500,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche or (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit. Any such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities, indentures or similar agreements or other transactions), in which case such notice may be revoked by the 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 doubt, upon the occurrence termination of the Termination DateAggregate Commitments and payment in full of all Obligations in cash and in immediately available funds (other than any Remaining Obligations) and the expiration without any pending drawing or termination of all Letters of Credit (other than any Remaining Obligations), this Agreement shall automatically terminate and the Administrative Agent shall comply with Section 9.01(c) and Section 9.11.. 117

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Facility, the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Sublimit, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Facility, the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent three not later than 11:00 a.m. five (5) Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) 10,000,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche or Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Any reduction of the Revolving Credit Facility shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Revolving Credit Facility shall be paid on the effective date of such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the 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 doubt, upon the occurrence of the Termination Date, this Agreement shall automatically terminate and the Administrative Agent shall comply with Section 9.01(c) and Section 9.11reduction.

Optional. The Borrower Company may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Facility, the Financial Letter of Credit Sublimit, the Swing Line Sublimit or the unused Revolving Performance Letter of Credit Commitments under any Revolving Tranche, Facility or from time to time permanently reduce the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Facility, the Financial Letter of Credit Sublimit, the Swing Line Sublimit or the unused Revolving Performance Letter of Credit Commitments under any Revolving TrancheFacility; provided that (i) any such notice shall be received by the Administrative Agent three 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 $1,000,000 (or the equivalent Dollar Amount) 10,000,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof and thereof, (iii) the Borrower Company shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche or Facility, (B) the Financial Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations with respect to Financial Letters of Credit not fully Cash Collateralized hereunder would exceed the Financial Letter of Credit Sublimit, (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit, 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. Any 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 of commitments pursuant to provided in this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence Section. The amount of any event such reduction shall not be applied to the Alternative Currency Sublimit, the Financial Letter of Credit Sublimit or the Designated Borrower Sublimit unless otherwise specified therein (including by the effectiveness Company. Any reduction of other credit facilities)any Commitments hereunder shall be applied to the applicable Commitment of each applicable Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of any applicable Facility or Commitments shall be paid on the effective date of such termination. Notwithstanding the foregoing, in which case 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 by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) delayed if such condition New Financing is not satisfied. For consummated on the avoidance of doubt, upon the occurrence of the Termination Date, this Agreement shall automatically terminate and the Administrative Agent shall comply with Section 9.01(c) and Section 9.11date specified in such notice.

Optional. The Borrower Borrowers may, upon written notice by from time to time on any Business Day occurring after the Borrower to the Administrative Agent, terminate the unused portions time of the Commitments under any Term initial Credit Extension hereunder, voluntarily reduce the amount of the Swing Line Loan TrancheCommitment Amount, the Revolving Loan Commitment Amount or the Letter of Credit SublimitCommitment Amount; provided, or the unused Revolving Credit Commitments under any Revolving Tranchehowever, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving Tranche; provided that all such reductions (i) any such notice shall be received by the Administrative Agent three Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, permanent and (ii) to the extent such reduction in the Commitment Amount requires a mandatory prepayment of Revolving Loans or Swing Line Loans pursuant to clause (k) of Section 3.1.1 (x) in the case of prepayments of Base Rate Loans (other than Swing Line Loans) shall require at least one Business Day's prior notice to the Paying Agent, and any such partial reduction of any Commitment Amount shall be in an aggregate a minimum amount of $1,000,000 (or the equivalent Dollar Amount) or any whole and in an integral multiple of $100,000 (or the equivalent Dollar Amount) in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility 500,000 or (y) in the Total Revolving Credit Outstandings with respect case of prepayments of LIBO Rate Loans, shall require at least three Business Days' prior notice to such Tranche would exceed the Paying Agent, and any partial reduction of any Commitment Amount shall be in a minimum amount of $5,000,000 and in an integral multiple of $1,000,000. Any reduction of the Revolving Credit Commitments under such Tranche Loan Commitment Amount which reduces the Revolving Loan Commitment Amount below (i) the Swing Line Loan Commitment Amount or (Bii) the Letter of Credit Sublimit if, after giving effect thereto, Commitment Amount shall result in an automatic and corresponding reduction of the Outstanding Swing Line Loan Commitment Amount of L/C Obligations not Cash Collateralized hereunder would exceed the and/or Letter of Credit Sublimit. Any such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein Commitment Amount (including the effectiveness of other credit facilities), in which case such notice may be revoked as directed by the Borrower (by written Parent in a notice to the Administrative Paying Agent on or prior delivered together with the notice of such voluntary reduction in the Revolving Loan Commitment Amount) to the specified effective date) if such condition is an aggregate amount not satisfied. For the avoidance of doubt, upon the occurrence in excess of the Termination DateRevolving Loan Commitment Amount, this Agreement shall automatically terminate and as so reduced, without any further action on the Administrative Agent shall comply with Section 9.01(c) and Section 9.11part of the Swing Line Lender or any Issuer.

Optional. The Borrower Borrowers may, upon written notice by the Parent Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving Tranche, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving Tranche; provided that (i) any such notice shall be received by the Administrative Agent three Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) 500,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) in excess thereof and (iii) the Borrower Borrowers shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche Tranche, or (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit. Any such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the 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 doubt, (i) upon the occurrence termination of the Termination DateAggregate Commitments and payment in full of all Obligations in cash and in immediately available funds (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) and the expiration without any pending drawing or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized), this Agreement shall automatically terminate and the Administrative Agent shall comply with Section 9.01(c) and Section 9.11.. (b)

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Aggregate Revolving Credit Commitments under any Revolving Trancheor the Swing Line Sublimit, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Aggregate Revolving Credit Commitments under or the Swing Line Sublimit, in each case, of any Revolving TrancheClass; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof and thereof, (iii) the Borrower shall not terminate or reduce (A) the Commitments under any Tranche of the Aggregate Revolving Credit Facility Commitments of any Class if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings Loan Outstanding of such Class would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under of such Tranche or (B) the Letter of Credit Sublimit ifClass, after giving effect thereto, the Outstanding Amount of L/C Obligations not Cash Collateralized hereunder would exceed the Letter of Credit Sublimit. Any such provided that a notice of termination or reduction of commitments pursuant to this Section 2.06(a) the Aggregate Revolving Credit Commitments delivered by the Borrower may state that it such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including i) the effectiveness of other another credit facilities)facility or the closing of a securities offering or (ii) a Change of Control, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedsatisfied (provided, further, that the failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section 3.05). For The Administrative Agent will promptly notify the avoidance Revolving Lenders of doubt, upon the occurrence any such notice of termination or reduction of the Termination DateAggregate Revolving Credit Commitments, this Agreement and (iv) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Swing Line Sublimit shall be automatically terminate and reduced by the Administrative Agent shall comply with Section 9.01(c) and Section 9.11amount of such excess.

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan TrancheAggregate Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Sublimit, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan TrancheAggregate Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent three 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 $1,000,000 (or the equivalent Dollar Amount) 5,000,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Aggregate Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the least of (1) the Borrowing Base Amount at such time, (2) the Mortgageability Amount at such time and (3) the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche or 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(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 Swing Line Sublimit. Any such notice If after giving effect to any reduction or termination of termination or reduction of commitments pursuant to Aggregate Commitments under this Section 2.06(a) 2.06, the Letter of Credit Sublimit, the Alternative Currency Sublimit, or the Swing Line Sublimit exceeds the Revolving Credit Facility at such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit, or the Swing Line Sublimit, as the case may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities)be, in which case such notice may shall be revoked automatically reduced by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if amount of such condition is not satisfied. For the avoidance of doubt, upon the occurrence of the Termination Date, this Agreement shall automatically terminate and the Administrative Agent shall comply with Section 9.01(c) and Section 9.11excess.

Optional. The Each Borrower may, upon written notice by no later than (I) 12:00 P.M. (New York City time) on the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving Tranche, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving Tranche; provided that (i) any such notice shall be received by the Administrative Agent three third Business Days (or such shorter period as the Administrative Agent shall agree) 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 such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) or any whole multiple of $100,000 (or the equivalent Dollar Amount) in excess thereof Foreign Currency, and (iiiIII) 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 shall not terminate or reduce (A) only to the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to extent that such Tranche would exceed the Revolving Credit Commitments under prepayment notice stated that such Tranche or (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not Cash Collateralized hereunder would exceed the Letter of Credit Sublimit. Any such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is prepayment was conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities)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 Administrative Agent on or prior to the specified effective date) if such condition to prepayment is or will not be satisfied. For ) to the avoidance of doubt, upon Agent stating the occurrence proposed date and aggregate principal amount of the Termination Dateprepayment, this Agreement 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 prepayment shall automatically terminate be in an aggregate principal amount of (A) not less than $1,000,000 or a whole multiple of $100,000 in excess thereof in the case of a Term Advance, (B) not less than the Revolving Credit Borrowing Minimum or a Revolving Credit Borrowing Multiple in excess thereof in the case of Revolving Credit Advances or (V) not less than $500,000 or an integral multiple thereof in the case of Swing Line Advances and (y) in the Administrative Agent event of any such prepayment of a Eurocurrency Rate Advance, other than on the last day of an Interest Period thereunder, the Borrower making such prepayment shall comply with be obligated to reimburse the Lenders in respect thereof pursuant to Section 9.01(c) and Section 9.119.04(c).

Optional. The Borrower Borrowers may, upon written notice by the Borrower applicable Borrowers to the Administrative Applicable Agent, terminate the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving Tranche, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving Tranche; provided that (i) any such notice shall be received by the Administrative Applicable Agent three Business Days (or such shorter period as the Administrative Applicable Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or an amount the equivalent Dollar AmountAmount of which is equal to) $500,000 or any whole multiple of (or an amount the Dollar Amount of which is equal to) $100,000 (or the equivalent Dollar Amount) in excess thereof and (iii) the Borrower Borrowers shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings and Ancillary Outstandings would exceed the Aggregate Commitments under the Revolving Credit 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 or and (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit. Any such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower Borrowers (by written notice to the Administrative Applicable Agent on or prior to the specified effective date) if such condition is not satisfied. For the avoidance of doubt, (i) upon the occurrence termination of the Termination DateAggregate Commitments and payment in full of all Obligations in cash and in immediately available funds (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) and the expiration without any pending drawing or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized), this Agreement shall automatically terminate and the Administrative Applicable Agent shall comply with Section 9.01(c) and Section 9.11.

Optional. The Borrower Borrowers may, upon written notice by the Borrower applicable Borrowers to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving Tranche, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving Tranche; provided that (i) any such notice shall be received by the Administrative Agent three Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) 500,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) in excess thereof and (iii) the Borrower Borrowers shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings and the aggregate of the Ancillary Outstandings would exceed the Aggregate Commitments under the Revolving Credit 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 or and (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit. Any such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower Borrowers (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 doubt, upon the occurrence termination of the Termination DateAggregate 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 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 have been made), this Agreement shall automatically terminate and the Administrative Agent shall comply with Section 9.01(c) and Section 9.11.

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan TrancheRevolving Facility, the Letter of Credit Sublimit or the Swingline Sublimit, or the unused Revolving Credit Commitments under any Revolving Tranche, or from 174721465 time to time permanently reduce the unused portions of the Commitments under any Term Loan TrancheRevolving Facility, the Letter of Credit Sublimit or the Swingline Sublimit, without premium or the unused Revolving Credit Commitments under any Revolving Tranchepenalty; provided that (i) any such notice shall be received by the Administrative Agent three not later than 11:00 a.m. five (5) Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) 10,000,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche or Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit. Any such , or (C) the Swingline Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Loans would exceed the Letter of Credit Sublimit.; provided, further that a notice of termination or reduction of commitments to result in the Facility Termination Date pursuant to this Section 2.06(a) 2.06 may state that it is conditioned be, if expressly so stated to be, conditional upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities)facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable and specified event or condition, in which case such notice of termination may be revoked or extended by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective datedate of prepayment) if such event or condition is not satisfied. For ; provided further that the avoidance delay or failure of doubt, upon such contingency shall not relieve the occurrence of the Termination Date, this Agreement shall automatically terminate and the Administrative Agent shall comply with Borrower from its obligations in respect thereof under Section 9.01(c) and Section 9.113.05.

Optional. The Borrower Borrowers may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving TrancheFacility, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving TrancheFacility; provided that (i) any such notice shall be received by the Administrative Agent three five Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof and (iii) the Borrower Borrowers shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the amount of the Total Revolving Credit Outstandings would exceed the Aggregate Commitments Table of Contents under the such Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under in respect of such Tranche 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. Any such notice of termination or reduction of commitments pursuant to this Section 2.06(a2.05(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower Borrowers (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 doubt, upon the occurrence of the Termination Date, this Agreement shall automatically terminate and the Administrative Agent shall comply with Section 9.01(c) and Section 9.11.

Optional. The Borrower Company may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused the(a) Revolving Credit Commitments under any Revolving TrancheFacility, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving TrancheFacility; provided that (i) any such notice shall be received by the Administrative Agent three not later than 12:00 noon five Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) 10,000,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof and thereof, (iii) the Borrower Company shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under Revolving Credit Facility, (iv) if, after giving effect to any reduction of the Revolving Credit Facility or (y) Facility, the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche or (B) Alternative Currency Sublimit, the Letter of Credit Sublimit ifor the Designated Borrower Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, after giving effect thereto, in each case such sublimit shall be automatically reduced by the Outstanding Amount amount of L/C Obligations not Cash Collateralized hereunder would exceed such excess. The Administrative Agent will promptly notify the Letter Lenders of Credit Sublimit. Any any such notice of termination or reduction of commitments pursuant to this Section 2.06(athe Revolving Credit Facility. Except as provided in clause (iv) may state that it is conditioned upon of the occurrence or non-occurrence immediately preceding sentence, the amount of any event reduction of the Revolving Credit Facility shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice Company. Any reduction of the Revolving Credit Facility shall be applied to the Administrative Agent on or prior Commitment of each Lender according to its Applicable Percentage. All fees accrued until the specified effective date) if such condition is not satisfied. For the avoidance date of doubt, upon the occurrence any termination of the Termination Date, this Agreement Revolving Credit Facility shall be paid on the effective date of such termination. Mandatory.(b) (i) The aggregate Term A Commitments shall be automatically terminate and permanently reduced to zero on the Administrative Agent date of the Term A Borrowing. (ii) The aggregate Term B Commitments shall comply with Section 9.01(c) be automatically and Section 9.11.permanently reduced to zero on the date of the Term B Borrowing. (iii)

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving Tranche, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving Tranche; provided that (i) any such notice shall be received by the Administrative Agent three Business Days (or such shorter period as the Blackstone Credit Representative and the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) 500,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche Tranche, or (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit. Any such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the 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 doubt, upon the occurrence termination of the Termination DateAggregate Commitments and payment in full of all Obligations in cash and in immediately available funds (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) and the expiration without any pending drawing or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized), this Agreement shall automatically terminate and the Administrative Agent shall comply with Section 9.01(c) and Section 9.11.

Optional. The Borrower Company may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan TrancheRevolving Facility, the Letter of Credit Sublimit, the Swingline Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheAlternative Currency Sublimit, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan TrancheRevolving Facility, the Letter of Credit Sublimit, the Swingline Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheAlternative Currency Sublimit; provided that unless otherwise reasonably agreed by the Administrative Agent, (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) 5,000,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) 500,000 in excess thereof and (iii) the Borrower Company shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche or 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. Any such , (C) the Swingline Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Loans would exceed the Swingline Sublimit, or (D) the Alternative Currency Sublimit 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; provided, further, that any notice of permanent reduction or termination or reduction of commitments pursuant to this Section 2.06(a) may state that it such notice is conditioned conditional upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of any facility or instrument refinancing all or a portion of the outstanding Revolving Commitments or upon the consummation of any other credit facilities)debt or equity transaction or event that will generate financing in connection therewith, in which case such notice may be revoked by the Borrower Company (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 doubt, upon the occurrence of the Termination Date, this Agreement shall automatically terminate and the Administrative Agent shall comply with Section 9.01(c) and Section 9.11.

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Facility, the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Sublimit, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit, in each case, in whole or the unused Revolving Credit Commitments in part, without premium or penalty and subject to any payments required under any Revolving TrancheSection 3.05; provided that (i) any such notice shall be received by the Administrative Agent three 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 $1,000,000 (or the equivalent Dollar Amount) 5,000,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche or Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Any such Notwithstanding anything to the contrary contained herein, any notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. For The Administrative Agent will promptly notify the avoidance Lenders of doubt, upon the occurrence any termination or reduction of the Termination DateLetter of Credit Sublimit, Swing Line Sublimit or the Revolving Credit Facility under this Agreement Section 2.06. Upon any reduction of the Revolving Credit Commitments, the Revolving Credit Commitment of each Revolving Credit Lender shall automatically terminate and the Administrative Agent shall comply with Section 9.01(c) and Section 9.11.be reduced by such Lender’s Applicable Revolving Credit Percentage of such reduction amount. (b)

Optional. The Borrower may, upon written at least one Business Day’s irrevocable notice by in the Borrower case of Base Rate Loans and three Business Days’ irrevocable notice in the case of Eurodollar Rate Loans, in each case to the Administrative AgentAgent (provided that, terminate the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving Tranche, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving Tranche; provided that (i) any such if a notice shall be received by the Administrative Agent three Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) or any whole multiple of $100,000 (or the equivalent Dollar Amount) in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility 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 Cash Collateralized hereunder would exceed the Letter of Credit Sublimit. Any such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities)facilities or any incurrence or issuance of debt or equity, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective dateAgent) if such condition is credit facilities do not satisfied. For become effective or such other transaction does not close, subject to the avoidance of doubt, upon the occurrence obligations of the Termination DateBorrower under Section 9.04(c)) stating the proposed date and aggregate principal amount of the prepayment, this Agreement and if such notice is given the Borrower shall automatically terminate prepay the outstanding aggregate principal amount of the Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment unless such accrued interest is in respect of a prepayment that is a prepayment of Revolving Credit Loans consisting of Base Rate Loans which accrued and unpaid interest shall be in arrears on the last Business Day of December, March, June and September commencing on the last Business Day of March 2007 on the aggregate principal amount prepaid; provided, however, that (i) each partial prepayment shall be in an aggregate principal amount of $1,000,000 or an integral multiple of $500,000 in excess thereof, (ii) if any prepayment of a Eurodollar Rate Loan is made on a date other than the last day of an Interest Period for such Loan, the Borrower shall also pay any amounts owing pursuant to Section 9.04(c) and (iii) with respect to such prepayment consisting of a re-pricing or a refinancing of all or substantially all of any such Loans with the proceeds of Debt for Borrowed Money issued or incurred by any of the Loan Parties, the Borrower shall pay to the Administrative Agent Agent, for the ratable benefit of the Appropriate Lenders, the Call Premium, if any. Each such prepayment of the Term B Loans shall comply with Section 9.01(c) and Section 9.11be applied to the installments thereof pro rata.

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan TrancheRevolving Facility, the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheSwingline Sublimit, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan TrancheRevolving Facility, the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheSwingline Sublimit; provided that (i) any such notice shall be received by the Administrative Agent three not later than 12:00 p.m. five (5) Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) 10,000,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche or Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swingline Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Loans would exceed the Letter of Credit Sublimit. Any In addition, during the Availability Period in respect of the Term Facility, the Borrower may, upon notice to the Administrative Agent as set forth above, from time to time terminate (in whole or in part) the unused portion of the aggregate Term Commitments; provided that any such notice of termination or permanent reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including be conditional on the effectiveness of a replacement credit agreement (or other credit facilities), in which case such notice similar document) or the receipt of proceeds of the issuance of Indebtedness or some other identifiable event or condition and may be revoked by the Borrower Company (by written notice to the Administrative Agent on or at least one (1) Business Day prior to the specified effective date) if such condition is not satisfied). For the avoidance of doubt, upon the occurrence of the Termination Date, this Agreement shall automatically terminate and the Administrative Agent shall comply with Section 9.01(c) and Section 9.11.(b)

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Delayed Term Loan TrancheCommitment, the Revolving Credit Facility, the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Sublimit, or from time to time permanently reduce the unused portions of the Commitments under any Delayed Term Loan TrancheCommitment, the Revolving Credit Facility, the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) or any whole multiple of $100,000 (or the equivalent Dollar Amount) 500,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche or Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Any such Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) Commitments if such condition is not satisfied. For the avoidance of doubt, upon the occurrence termination would have resulted from a refinancing (or payment in full) of the Termination DateFacilities, this Agreement which refinancing (or other payment) shall automatically terminate and the Administrative Agent not be consummated or otherwise shall comply with Section 9.01(c) and Section 9.11be delayed.

Optional. The Borrower Borrowers may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Facility, the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Sublimit, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Facility, the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent three 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 $1,000,000 (or the equivalent Dollar Amount) 10,000,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof and thereof, (iii) the Borrower Borrowers shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche or Facility, (B) the Letter of Credit Sublimit Sublimit, if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Any In addition, during the Availability Period in respect of the Term Facility, the Borrowers may, upon notice to the Administrative Agent as set forth above, from time to time terminate (in whole or in part) the unused portion of the aggregate Term Commitments. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of commitments pursuant the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. For the avoidance of doubt, upon the occurrence termination of the Termination Date, this Agreement Aggregate Commitments shall automatically terminate and be paid on the Administrative Agent shall comply with Section 9.01(c) and Section 9.11effective date of such termination.

Optional. The Parent Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions Commitments of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving TrancheClass, or from time to time permanently reduce the unused portions Commitments of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving TrancheClass; provided that (i) any such notice shall be received by the Administrative Agent three five (5) Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) 10,000,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof and thereof, (iii) the Parent Borrower shall not terminate or reduce reduce, (A) the Commitments under any Tranche of the Revolving Credit Facility Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche or Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of all L/C Obligations not Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or (C) the Swing Line Sublimit if, after giving effect thereto, the Outstanding Amount of all Swing Line Loans would exceed the Swing Line Sublimit. Any ; provided, further, that, upon any such notice of termination or partial reduction of commitments pursuant the Letter of Credit Sublimit, unless Parent Borrower, the Administrative Agent and the relevant L/C Issuer otherwise agree, the commitment of each L/C Issuer to this Section 2.06(a) may state that it is conditioned upon issue Letters of Credit will be reduced proportionately by the occurrence or non-occurrence amount of such reduction. The amount of any event specified therein (including such Commitment reduction shall not be applied to the effectiveness Letter of other credit facilities)Credit Sublimit or the Swing Line Sublimit unless, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, in which case such notice may sublimit shall be revoked automatically reduced by the amount of such excess. Notwithstanding the foregoing, Parent Borrower (by written may rescind or postpone any notice to of termination of the Administrative Agent on or prior to the specified effective date) Commitments if such condition is termination would have resulted from a refinancing, which refinancing shall not satisfied. For the avoidance of doubt, upon the occurrence of the Termination Date, this Agreement be consummated or otherwise shall automatically terminate and the Administrative Agent shall comply with Section 9.01(c) and Section 9.11be delayed.

Optional. The Borrower may, upon written revocable notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving Tranche, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving Tranche; provided that (i) any such notice shall be received by the Administrative Agent three Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) 500,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche Tranche, or (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit. Any such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the 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 doubt, upon the occurrence of the Termination Date, this Agreement shall automatically terminate and the Administrative Agent shall comply with Section 9.01(c) and Section 9.11.

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Facility, the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving Tranche, Swing Line Sublimit or from time to time permanently reduce the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Facility, the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) 10,000,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche or Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Any such A notice of termination or reduction of commitments pursuant to this Section 2.06(a) the Revolving Credit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit delivered by the Borrower may state that it such notice is conditioned upon the occurrence or non-occurrence effectiveness of any event specified therein (including facility or instrument refinancing all or a portion of the effectiveness outstanding Revolving Credit Commitments or upon the consummation of other credit facilities)an acquisition transaction, in which case such notice may be revoked by the 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 doubt, upon the occurrence of the Termination Date, this Agreement shall automatically terminate and the Administrative Agent shall comply with Section 9.01(c) and Section 9.11.

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving Tranche, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving Tranche; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days (or such shorter period as the Administrative Agent shall agreeagree in its reasonable discretion) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) 500,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche Tranche, or (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit. Any such notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the 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 doubt, (i) upon the occurrence termination of the Termination DateAggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) and the expiration with no pending drawings or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which arrangements reasonably satisfactory to the L/C Issuer that issued such Letters of Credit shall have been made), this Agreement shall automatically terminate and the Administrative Agent shall comply with Section 9.01(c) and Section 9.11.

Optional. The Borrower Company may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Facility, the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Sublimit, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Facility, the Letter of Credit Sublimit, Sublimit or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days (or such shorter period as the Administrative Agent shall agree) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) 10,000,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof and thereof, (iii) the Borrower Company shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the 118711003_9 Revolving Credit Facility or Facility; (yiv) 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 theretoto any reduction of the Revolving Credit Facility, the Outstanding Amount of L/C Obligations not Cash Collateralized hereunder would exceed Swing Line Sublimit, the Letter of Credit Sublimit. Any , the Bid Loan Sublimit or the Bid Loan Requested Currency Sublimit exceeds the amount of the Revolving Credit Facility, the Swing Line Sublimit, the Letter of Credit Sublimit, the Bid Loan Sublimit or the Bid Loan Requested Currency Sublimit, as the case may be, shall be automatically reduced by the amount of such excess; and (v) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. The Administrative Agent will promptly notify the Lenders of any termination or reduction of commitments pursuant to the Letter of Credit Sublimit, Swing Line Sublimit or the Revolving Credit Commitment under this Section 2.06(a) may state that it is conditioned upon 2.07. Upon any reduction of the occurrence or non-occurrence Revolving Credit Commitments, the Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by such Lender’s Applicable Revolving Credit Percentage of such reduction amount. All fees in respect of the Revolving Credit Facility accrued until the effective date of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. For the avoidance of doubt, upon the occurrence termination of the Termination Date, this Agreement Revolving Credit Facility shall automatically terminate and be paid on the Administrative Agent shall comply with Section 9.01(c) and Section 9.11effective date of such termination.

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions Commitments of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving TrancheClass, or from time to time permanently reduce the unused portions Commitments of the Commitments under any Term Loan TrancheClass, the Letter of Credit Sublimit, in each case without premium or the unused Revolving Credit Commitments under any Revolving Tranchepenalty; provided that (i) any such notice shall be received by the Administrative Agent three one Business Days (or such shorter period as the Administrative Agent shall agree) Day prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) or any whole multiple of $100,000 (or the equivalent Dollar Amount) 500,000 in excess thereof or, if less, the entire amount thereof and (iii) the Borrower shall not terminate or reduce (A) the Revolving Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunderprepayment of the Revolving Loans in accordance with Section 2.07, (x) the Total Utilization of Revolving Credit Outstandings Commitments would exceed the Aggregate total Revolving Commitments under the Revolving Credit 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, (1) the Outstanding Amount Letter of L/C Obligations Credit Usage not fully Cash Collateralized hereunder at 103% of the maximum face amount of any such Letters of Credit would exceed the Letter of Credit Sublimit or (2) the Letter of Credit Usage with respect to Letters of Credit issued by an applicable Issuing Bank not fully Cash Collateralized hereunder at 103% of the maximum face amount of any such Letters of Credit would exceed the amount of such Issuing Bank’s Letter of Credit Percentage of the Letter of Credit Sublimit. Any such reduction of unused Commitments of any Class shall be effected on a pro rata basis; provided that unused Commitments of any Defaulting Lender or Disqualified Lender may be effected on a non-pro rata basis. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination or reduction of commitments pursuant to this Section 2.06(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) Commitments if such condition is not satisfied. For the avoidance termination would have resulted from a refinancing of doubt, upon the occurrence all or a portion of the Termination Dateapplicable Facility, this Agreement which refinancing shall automatically terminate and the Administrative Agent not be consummated or otherwise shall comply with Section 9.01(c) and Section 9.11be delayed.

Optional. The Borrower mayCompany shall have the right, upon written at least five Business Days' notice by the Borrower to the Administrative Agent, terminate to reduce ratably in part the unused portions portion of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving Tranche, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan Tranche, the Letter of Credit Sublimit, or the unused Revolving Credit Commitments under any Revolving TrancheCommitments; provided that (i) any such notice each partial reduction of Commitments (other than a Commitment reduction of the type described in the proviso to Section 2.4(d)(i)) shall be received by the Administrative Agent three Business Days (in a minimum aggregate amount of $5,000,000.00 or such shorter period as the Administrative Agent shall agree) prior to the date an integral multiple of termination or reduction, $1,000,000.00 in excess thereof; (ii) any such partial Commitment reduction shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amountaccompanied by amounts required to be paid pursuant to Section 2.8(d) or any whole multiple of $100,000 (or the equivalent Dollar Amount) in excess thereof and (iii) the Borrower no Commitment reduction shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility be permitted if, after giving effect thereto and to any concurrent prepayments prepayment of the LC Advances made hereunder, either (x) the Total Revolving Aggregate Credit Outstandings Exposure of any LC Participant would exceed the Aggregate Commitments under the Revolving Credit Facility such LC Participant's Commitment or (y) the Total Revolving Credit Outstandings with respect to such Tranche LC Exposure of any LC Participant would exceed 97% of such LC Participant's Unused Commitment. The Administrative Agent shall give the Revolving Credit Commitments under such Tranche or (B) LC Issuer and the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not Cash Collateralized hereunder would exceed the Letter of Credit Sublimit. Any such LC Participants prompt notice of any Commitment reduction or termination or reduction of commitments notice received by it pursuant to this Section 2.06(a) may state that it is conditioned 2.8(a). Notwithstanding the foregoing, the Company shall have the right, upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written at least five Business Days' notice to the Administrative Agent on or prior Agent, to terminate the Commitments, provided that (i) the Company shall have paid in full all outstanding LC Advances and all other Obligations (including all amounts required to be paid pursuant to Section 2.8(d) but excluding contingent expense reimbursement and indemnification Obligations and obligations with respect to Letters of Credit), (ii) the Company shall have entered into arrangements satisfactory to the specified effective date) if such condition is LC Issuer to cash collateralize all outstanding Letters of Credit in an amount equal to not satisfied. For the avoidance of doubt, upon the occurrence less than 105% of the Termination Date, this Agreement amount of the aggregate undrawn maximum face amount of all Letters of Credit and (iii) the LC Issuer shall automatically terminate and have agreed in writing that the Administrative Agent LC Participants shall comply be unconditionally released from their obligations pursuant to Section 2.1 to participate in any Letter of Credit or to reimburse the LC Issuer for any LC Disbursements made by the LC Issuer with Section 9.01(c) and Section 9.11respect to Letters of Credit.

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

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Facility, the Letter of Credit Sublimit, Subfacility or the unused Revolving Credit Commitments under any Revolving Tranche, Swing Line Subfacility or from time to time permanently reduce the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Facility, the Letter of Credit Sublimit, Subfacility or the unused Revolving Credit Commitments under any Revolving TrancheSwing Line Subfacility; provided that (i) any such notice shall be received by the Administrative Agent three 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 of the Revolving Credit Facility shall be in an aggregate amount of $1,000,000 (or the equivalent Dollar Amount) 10,000,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof thereof, and (iii) the Borrower shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche or Facility, (B) the Letter of Credit Sublimit Subfacility if, after giving effect thereto, the Outstanding Amount of L/C Obligations not Cash Collateralized hereunder would exceed the Letter of Credit SublimitSubfacility or (C) the Swing Line Subfacility if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Subfacility. Any The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of commitments pursuant the Revolving Credit Facility, the Letter of Credit Subfacility or the Swing Line Subfacility. Any reduction of the Revolving Credit Facility shall be applied to this Section 2.06(a) may state that it is conditioned the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage, and upon any resulting reduction of the occurrence or non-occurrence 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 event specified therein (including termination of the effectiveness Revolving Credit Facility shall be paid on the effective date of other credit facilities)such termination. Following any such termination or reduction, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to may in its discretion replace the specified effective date) if existing Schedule 2.01 with an amended and restated schedule that reflects all such condition is not satisfiedterminations and reductions. For the avoidance of doubt, upon the occurrence of the Termination Date, this Agreement shall automatically terminate and the Administrative Agent shall comply with Section 9.01(c) and Section 9.11.66

Optional. The Borrower may, upon written notice by the Borrower to the Administrative Agent, terminate the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Facility, the Financial/Commercial Letter of Credit Sublimit, the Swing Line Sublimit or the unused Revolving Performance Letter of Credit Commitments under any Revolving TrancheFacility, or from time to time permanently reduce the unused portions of the Commitments under any Term Loan TrancheRevolving Credit Facility, the Financial/Commercial Letter of Credit Sublimit, the Swing Line Sublimit or the unused Revolving Performance Letter of Credit Commitments under any Revolving TrancheFacility; provided that (i) any such notice shall be received by the Administrative Agent three 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 $1,000,000 (or the equivalent Dollar Amount) 10,000,000 or any whole multiple of $100,000 (or the equivalent Dollar Amount) 1,000,000 in excess thereof and thereof, (iii) the Borrower shall not terminate or reduce (A) the Commitments under any Tranche of the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments and Cash Collateralization of L/C Obligations hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility or (y) the Total Revolving Credit Outstandings with respect to such Tranche would exceed the Revolving Credit Commitments under such Tranche or Facility, (B) the Financial/Commercial Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations with respect to all Financial Letters of Credit and Commercial Letters of Credit not fully Cash Collateralized hereunder would exceed the Financial/Commercial Letter of Credit Sublimit. Any , (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit, 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 shall be automatically reduced by the amount of such excess and (v) any notice of termination or reduction of commitments pursuant to this Section 2.06(a) the Commitments, the Financial/Commercial Letter of Credit Sublimit or the Swing Line Sublimit delivered by the Borrower may state that it such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities)facilities or other transactions specified therein, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. For The Administrative Agent will promptly notify the avoidance Lenders of doubtany such notice of termination or reduction provided in this Section. Any reduction of any Commitments hereunder shall be applied to the applicable Commitment of each applicable Lender according to its Applicable Percentage. To the extent practicable, upon each partial reduction in the occurrence Financial/Commercial Letter of Credit Sublimit shall be allocated ratably among the Termination Date, this Agreement shall automatically terminate 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 Administrative Agent L/C Issuers). All fees accrued until the effective date of any termination of any applicable Facility or Commitments shall comply 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 Section 9.01(c) and Section 9.11the 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.