Common use of Termination or Reduction of the Commitments Clause in Contracts

Termination or Reduction of the Commitments. (a) The Borrower shall have the right, upon at least three Business Days’ notice to the Administrative Agent, to terminate in whole or reduce ratably in part the Available Commitments, provided that (i) each partial reduction shall be in the aggregate amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof and (ii) no such termination or reduction shall be made that would reduce the aggregate Commitments to an amount less than the Outstanding Credits on the date of such termination or reduction. Subject to the foregoing, any reduction of the Commitments to an amount below $500,000,000 shall also result in a reduction of the LC Commitment Amount to the extent of such deficit (and if such reduction would cause the LC Commitment Amount to be less than the aggregate Fronting Commitments, with automatic reductions in the amount of each Fronting Commitment ratably in proportion to the amount of such reduction of the LC Commitment Amount unless, in the case of any LC Issuing Bank, such LC Issuing Bank consents otherwise). Each such notice of termination or reduction shall be irrevocable; provided, however, that a notice of termination delivered pursuant to this Section 2.08 may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the effective date specified in the notice of termination) if such condition is not satisfied. (b) The Borrower may terminate the unused amount of the Commitment of any Lender that is a Defaulting Lender upon not less than three Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section 2.21(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any LC Issuing Bank or any Lender may have against such Defaulting Lender. (c) The Commitment of each Lender shall automatically terminate on the Termination Date applicable to such Lender as provided in Section 2.06. (d) Once terminated, a Commitment or any portion thereof may not be reinstated.

Termination or Reduction of the Commitments. (a) The Borrower shall have the right, upon at least three Business Days’ notice to the Administrative Agent, to terminate in whole or reduce ratably in part the Available Commitments, provided that (i) each partial reduction shall be in the aggregate amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof and (ii) no such termination or reduction shall be made that would reduce the aggregate Commitments to an amount less than the Outstanding Credits on the date of such termination or reduction. Subject to the foregoing, any reduction of the Commitments to an amount below $500,000,000 200,000,000 shall also result in a reduction of the LC Commitment Amount to the extent of such deficit (and if such reduction would cause the LC Commitment Amount to be less than the aggregate Fronting Commitments, with automatic reductions in the amount of each Fronting Commitment ratably in proportion to the amount of such reduction of the LC Commitment Amount unless, in the case of any LC Issuing Bank, such LC Issuing Bank consents otherwise). Each such notice of termination or reduction shall be irrevocable; provided, however, that a notice of termination delivered pursuant to this Section 2.08 may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the effective date specified in the notice of termination) if such condition is not satisfied. (b) The Borrower may terminate the unused amount of the Commitment of any Lender that is a Defaulting Lender upon not less than three Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section 2.21(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any LC Issuing Bank or any Lender may have against such Defaulting Lender. (c) The Commitment of each Lender shall automatically terminate on the Termination Date applicable to such Lender as provided in Section 2.06. (d) Once terminated, a Commitment or any portion thereof may not be reinstated.

Termination or Reduction of the Commitments. (a) The Borrower Company shall have the right, upon at least three one Business Days’ Day’s notice to the Administrative Agent, to terminate in whole or permanently reduce ratably in part the Available Commitments, unused portions of Commitments of any Class of the Lenders under this Agreement; provided that (i) each partial reduction (x) shall be in the minimum aggregate amount of $10,000,000 or an integral multiple of $5,000,000 1,000,000 in excess thereof and (iiy) no such termination or reduction shall be made that would reduce ratably among the aggregate Lenders in accordance with their Commitments to an amount less than the Outstanding Credits on the date of such termination or reduction. Subject to the foregoingClass; provided further, that any reduction of the Commitments to an amount below $500,000,000 shall also result in a reduction of the LC Commitment Amount to the extent of such deficit (and if such reduction would cause the LC Commitment Amount to be less than the aggregate Fronting Commitments, with automatic reductions in the amount of each Fronting Commitment ratably in proportion to the amount of such reduction of the LC Commitment Amount unless, in the case of any LC Issuing Bank, such LC Issuing Bank consents otherwise). Each such notice of termination or reduction shall by the Company may be irrevocable; provided, however, that a notice conditioned on the occurrence of termination delivered pursuant to this Section 2.08 may state that such notice is conditioned upon the effectiveness of other credit facilitiesany event, in which case such notice may be revoked by the Borrower Company (by notice delivered to the Administrative Agent on or prior to the effective date specified in of the notice of terminationproposed termination or reduction) if such condition is not satisfied. (b) The Borrower may terminate Company shall have the unused amount of the Commitment of right, at any Lender that is a Defaulting Lender time, upon not less than at least three Business Days’ prior notice to a Defaulting Lender (with a copy to the Administrative Agent (which shall promptly notify the Lenders thereofAgent), to terminate in whole such Defaulting Lender’s Commitment under this Section 2.05(b), provided the Company will pay all principal of, and interest accrued to the date of such payment on, Advances owing to such Defaulting Lender and pay any accrued commitment fee payable to such Defaulting Lender pursuant to Section 2.04(a) and all other amounts payable to such Defaulting Lender hereunder (including but not limited to any increased costs, additional interest or other amounts owing under Section 2.11, any indemnification for taxes under Section 2.14, and any compensation payments due as provided in Section 9.04(c); and upon such event payments, the provisions of Section 2.21(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account obligations of such Defaulting Lender under this Agreement (whether on account of principalhereunder shall, interestby the provisions hereof, feesbe released and discharged; provided, indemnity or other amounts); provided however, that (i) no Event of Default such Defaulting Lender’s rights under Sections 2.11, 2.14 and 9.04 and its obligations under Section 9.04 shall have occurred survive such release and be continuing, discharge as to matters occurring prior to such date and (ii) such termination shall not be deemed to be a waiver or release of any no claim that the Borrower, the Administrative Agent, any LC Issuing Bank or any Lender Company may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way, and the aggregate amount of the Commitments of the Lenders once reduced pursuant this Section 2.05(b) may not be reinstated; provided, further, however, that if pursuant to this Section 2.05(b), the Company shall pay to a Defaulting Lender any principal of, or interest accrued on, the Advances of any Class owing to such Defaulting Lender, then the Company shall pay or cause to be paid a ratable payment of principal and interest to all Lenders with Advances of such Class who are not Defaulting Lenders. (c) The Commitment of each Lender aggregate Commitments hereunder shall automatically terminate be permanently reduced to zero on the Termination earliest of (i) the consummation of the Neptune Acquisition without using any Advances under this Agreement, (ii) the date on which the Neptune Acquisition Agreement is terminated in accordance with its terms without the closing of the Neptune Acquisition, (iii) receipt by the Agent of written notice from the Company of its election to terminate all Commitments hereunder in full pursuant to Section 2.05(a) above and (iv) 11:59 P.M. (New York City time) on March 15, 2021, (or if the Initial Outside Date applicable (as defined in the Neptune Acquisition Agreement as in effect on December 15, 2019) shall have been extended to such Lender a date not later than 11:59 P.M. (New York City time) on June 15, 2021 as provided in Section 2.0610.1(c) of the Neptune Acquisition Agreement as in effect on December 15, 2019, then on such Extended Outside Date (as defined in the Neptune Acquisition Agreement)) (the “Commitment Termination Date”). (d) Once terminated, a Commitment or any portion thereof may not be reinstated.

Termination or Reduction of the Commitments. (a) The Borrower shall have the right, upon at least three Business Days’ notice to the Administrative Agent, to terminate in whole or reduce ratably in part the Available Commitments, provided that (i) each partial reduction shall be in the aggregate amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof and (ii) no such termination or reduction shall be made that would reduce the aggregate Commitments to an amount less than the Outstanding Credits on the date of such termination or reduction. Subject to the foregoing, any reduction of the Commitments to an amount below $500,000,000 150,000,000 shall also result in a reduction of the LC Commitment Amount to the extent of such deficit (and if such reduction would cause the LC Commitment Amount to be less than the aggregate Fronting Commitments, with automatic reductions in the amount of each Fronting Commitment ratably in proportion to the amount of such reduction of the LC Commitment Amount unless, in the case of any LC Issuing Bank, such LC Issuing Bank consents otherwise). Each such notice of termination or reduction shall be irrevocable; provided, however, that a notice of termination delivered pursuant to this Section 2.08 may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the effective date specified in the notice of termination) if such condition is not satisfied. (b) The Borrower may terminate the unused amount of the Commitment of any Lender that is a Defaulting Lender upon not less than three Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section 2.21(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any LC Issuing Bank or any Lender may have against such Defaulting Lender. (c) The Commitment of each Lender shall automatically terminate on the Termination Date applicable to such Lender as provided in Section 2.06. (d) Once terminated, a Commitment or any portion thereof may not be reinstated.

Termination or Reduction of the Commitments. (a) The Borrower shall have the right, upon at least three Business Days’ notice to the Administrative Agent, to terminate in whole or reduce ratably in part the Available Commitments, provided that (i) each partial reduction shall be in the aggregate amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof and (ii) no such termination or reduction shall be made that would reduce the aggregate Commitments to an amount less than the Outstanding Credits on the date of such termination or reduction. Subject to the foregoing, any reduction of the Commitments to an amount below $500,000,000 600,000,000 shall also result in a reduction of the LC Commitment Amount to the extent of such deficit (and if such reduction would cause the LC Commitment Amount to be less than the aggregate Fronting Commitments, with automatic reductions in the amount of each Fronting Commitment ratably in proportion to the amount of such reduction of the LC Commitment Amount unless, in the case of any LC Issuing Bank, such LC Issuing Bank consents otherwise). Each such notice of termination or reduction shall be irrevocable; provided, however, that a notice of termination delivered pursuant to this Section 2.08 may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the effective date specified in the notice of termination) if such condition is not satisfied. (b) The Borrower may terminate the unused amount of the Commitment of any Lender that is a Defaulting Lender upon not less than three Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section 2.21(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any LC Issuing Bank or any Lender may have against such Defaulting Lender. (c) The Commitment of each Lender shall automatically terminate on the Termination Date applicable to such Lender as provided in Section 2.06. (d) Once terminated, a Commitment or any portion thereof may not be reinstated.

Termination or Reduction of the Commitments. (a) The Borrower shall have the right, upon at least three Business Days’ notice to the Administrative Agent, to terminate in whole or reduce ratably in part the Available Commitments, provided that (i) each partial reduction shall be in the aggregate amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof and (ii) no such termination or reduction shall be made that would reduce the aggregate Commitments to an amount less than the Outstanding Credits on the date of such termination or reduction. Subject to the foregoing, any reduction of the Commitments to an amount below $500,000,000 600,000,000 shall also result in a reduction of the LC Commitment Amount to the extent of such deficit (and if such reduction would cause the LC Commitment Amount to be less than the aggregate Fronting Commitments, with automatic reductions in the amount of each Fronting Commitment ratably in proportion to the amount of such reduction of the LC Commitment Amount unless, in the case of any LC Issuing Bank, such LC Issuing Bank consents otherwise). Each such notice of termination or reduction shall be irrevocable; provided, however, that a notice of termination delivered pursuant to this Section 2.08 may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the effective date specified in the notice of termination) if such condition is not satisfied. (b) The Borrower may terminate the unused amount of the Commitment of any Lender that is a Defaulting Lender upon not less than three Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section 2.21(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any LC Issuing Bank Bank, the Swingline Lender or any Lender may have against such Defaulting Lender. (c) The Commitment of each Lender shall automatically terminate on the Termination Date applicable to such Lender as provided in Section 2.06. (d) Once terminated, a Commitment or any portion thereof may not be reinstated.

Termination or Reduction of the Commitments. (a) The Borrower shall have the rightmay, upon at least three Business Days’ notice to the Administrative Agent, to terminate in whole or reduce ratably in part the Available unused portions of the Letter of Credit Facility and/or the Unused Revolving Credit Commitments and/or the unused Term Loan Commitments; provided, provided however, that (i) each partial reduction of a Facility (A) shall be in the an aggregate amount of $10,000,000 5,000,000 or an integral multiple of $5,000,000 250,000 in excess thereof and (iiB) no such termination or reduction shall be made that would reduce ratably among (x) the Revolving Credit Lenders in accordance with their Revolving Credit Commitments with respect to the Revolving Credit Facility or the Letter of Credit Facility, as applicable, or (y) the Term Loan Lenders in accordance with their Term Loan Commitments with respect to the Term Loan Facility and (ii) the aggregate amount of the Revolving Credit Commitments of the Revolving Credit Lenders shall not be reduced to an amount less than the Outstanding Credits on the date of such termination or reduction. Subject to the foregoing, any reduction of the Commitments to an amount below $500,000,000 shall also result in a reduction of the LC Commitment Amount to the extent of such deficit (and if such reduction would cause the LC Commitment Amount to be that is less than the aggregate Fronting Commitments, with automatic reductions in the principal amount of each Fronting the Competitive Bid Advances then outstanding. Once terminated, a Commitment ratably in proportion to the amount of such reduction of the LC Commitment Amount unless, in the case of any LC Issuing Bank, such LC Issuing Bank consents otherwise). Each such notice of termination or reduction shall may not be irrevocable; provided, however, that a notice of termination delivered pursuant to this Section 2.08 may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the effective date specified in the notice of termination) if such condition is not satisfiedreinstated. (b) The Borrower may terminate Letter of Credit Facility shall be permanently reduced from time to time on the unused date of each reduction in the Revolving Credit Facility by the amount, if any, by which the amount of the Commitment Letter of any Lender that is a Defaulting Lender upon not less than three Business Days’ prior notice Credit Facility exceeds the Revolving Credit Facility after giving effect to such reduction of the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section 2.21(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any LC Issuing Bank or any Lender may have against such Defaulting LenderRevolving Credit Facility. (c) The Commitment From time to time upon each repayment or prepayment of each Lender any portion of the Term Loan Advances, the aggregate Term Loan Commitments of the Term Loan Lenders shall be automatically and permanently reduced, on a pro rata basis, by an amount equal to the amount of such repayment or prepayment. Further, if, at 11:59 P.M. on the last day of the Delayed Draw Period, any unfunded Term Loan Commitments exist, such unfunded Term Loan Commitments shall automatically terminate on the Termination Date applicable be deemed terminated and reduced to such Lender as provided in Section 2.06zero. (d) Once terminated, a Commitment or any portion thereof may not be reinstated.

Termination or Reduction of the Commitments. (a) The Borrower shall have the right, upon at least three Business Days’ notice to the Administrative Agent, to terminate in whole or reduce ratably in part the Available Commitments, provided that (i) each partial reduction shall be in the aggregate amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof and (ii) no such termination or reduction shall be made that would reduce the aggregate Commitments to an amount less than the Outstanding Credits on the date of such termination or reduction. Subject to the foregoing, any reduction of the Commitments to an amount below $500,000,000 300,000,000 shall also result in a reduction of the LC Commitment Amount to the extent of such deficit (and if such reduction would cause the LC Commitment Amount to be less than the aggregate Fronting Commitments, with automatic reductions in the amount of each Fronting Commitment ratably in proportion to the amount of such reduction of the LC Commitment Amount unless, in the case of any LC Issuing Bank, such LC Issuing Bank consents otherwise). Each such notice of termination or reduction shall be irrevocable; provided, however, that a notice of termination delivered pursuant to this Section 2.08 may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the effective date specified in the notice of termination) if such condition is not satisfied. (b) The Borrower may terminate the unused amount of the Commitment of any Lender that is a Defaulting Lender upon not less than three Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section 2.21(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any LC Issuing Bank or any Lender may have against such Defaulting Lender. (c) The Commitment of each Lender shall automatically terminate on the Termination Date applicable to such Lender as provided in Section 2.06. (d) Once terminated, a Commitment or any portion thereof may not be reinstated.

Termination or Reduction of the Commitments. (a) The Borrower Company shall have the right, upon at least three Business Days’ notice to the Administrative Agent, to terminate in whole or permanently reduce ratably in part the Available CommitmentsUnused Commitments of the Lenders under any Facility, provided that (i) each partial reduction (x) shall be in the minimum aggregate amount of $10,000,000 or an integral multiple of $5,000,000 1,000,000 in excess thereof and (iiy) no such termination or reduction shall be made that would reduce ratably among the aggregate Appropriate Lenders in accordance with their Commitments with respect to an amount less than such Facility. (b) The Company shall have the Outstanding Credits on right, at any time, upon at least three Business Days’ notice to a Defaulting Lender (with a copy to the Agent), to terminate in whole such Defaulting Lender’s Commitment under this Section 2.05(b), the Borrowers will pay all principal of, and interest accrued to the date of such termination payment on, Advances owing to such Defaulting Lender and pay any accrued commitment fee payable to such Defaulting Lender pursuant to Section 2.04(a) and all other amounts payable to such Defaulting Lender hereunder (including but not limited to any increased costs, additional interest or reduction. Subject to the foregoingother amounts owing under Section 2.11, any reduction of indemnification for taxes under Section 2.14, and any compensation payments due as provided in Section 9.04(c); and upon such payments, the Commitments to an amount below $500,000,000 shall also result in a reduction of the LC Commitment Amount to the extent obligations of such deficit (Defaulting Lender hereunder shall, by the provisions hereof, be released and if such reduction would cause the LC Commitment Amount to be less than the aggregate Fronting Commitments, with automatic reductions in the amount of each Fronting Commitment ratably in proportion to the amount of such reduction of the LC Commitment Amount unless, in the case of any LC Issuing Bank, such LC Issuing Bank consents otherwise). Each such notice of termination or reduction shall be irrevocabledischarged; provided, however, that a notice of termination delivered pursuant to this Section 2.08 may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the effective date specified in the notice of termination) if such condition is not satisfied. (b) The Borrower may terminate the unused amount of the Commitment of any Lender that is a Defaulting Lender upon not less than three Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section 2.21(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (i) no Event of Default such Defaulting Lender’s rights under Sections 2.11, 2.14 and 9.04 and its obligations under Section 9.04 shall have occurred survive such release and be continuing, discharge as to matters occurring prior to such date and (ii) such termination shall not be deemed to be a waiver or release of any no claim that the Borrower, the Administrative Agent, any LC Issuing Bank or any Lender Borrowers may have against such Defaulting Lender arising out of such Defaulting Lender. (c’s default hereunder shall be released or impaired in any way, The aggregate amount of the Commitments of the Appropriate Lenders once reduced pursuant this Section 2.05(b) The Commitment of each Lender shall automatically terminate on the Termination Date applicable to such Lender as provided in Section 2.06. (d) Once terminated, a Commitment or any portion thereof may not be reinstated; provided, further, however, that if pursuant to this Section 2.05(b), the Borrowers shall pay to a Defaulting Lender any principal of, or interest accrued on, the Advances owing to such Defaulting Lender, then the Borrowers shall either (x) confirm to the Agent that the conditions set forth in Section 3.03(a) are met on and as of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Appropriate Lenders who are not Defaulting Lenders.

Termination or Reduction of the Commitments. (a) The Borrower shall have the right, upon at least three Business Days’ notice to the Administrative Agent, to terminate in whole or reduce ratably in part the Available Commitments, provided that (i) each partial reduction shall be in the aggregate amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof and (ii) no such termination or reduction shall be made that would reduce the aggregate Commitments to an amount less than the Outstanding Credits on the date of such termination or reduction. Subject to the foregoing, any reduction of the Commitments to an amount below $500,000,000 shall also result in a reduction of the LC Commitment Amount to the extent of such deficit (and if such reduction would cause the LC Commitment Amount to be less than the aggregate Fronting Commitments, with automatic reductions in the amount of each Fronting Commitment ratably in proportion to the amount of such reduction of the LC Commitment Amount unless, in the case of any LC Issuing Bank, such LC Issuing Bank consents otherwise). Each such notice of termination or reduction shall be irrevocable; provided, however, that a notice of termination delivered pursuant to this Section 2.08 may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the effective date specified in the notice of termination) if such condition is not satisfied. (b) The Borrower may terminate the unused amount of the Commitment of any Lender that is a Defaulting Lender upon not less than three Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section 2.21(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any LC Issuing Bank Agent or any Lender may have against such Defaulting Lender. (c) The Commitment of each Lender shall automatically terminate on the Termination Date applicable to such Lender as provided in Section 2.06Date. (d) Once terminated, a Commitment or any portion thereof may not be reinstated.

Termination or Reduction of the Commitments. (a) The Borrower shall have the right, upon at least three Business Days’ notice to the Administrative Agent, to terminate in whole or reduce ratably in part the Available Commitments, provided that (i) each partial reduction shall be in the aggregate amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof and (ii) no such termination or reduction shall be made that would reduce the aggregate Commitments to an amount less than the Outstanding Credits on the date of such termination or reduction. Subject to the foregoing, any reduction of the Commitments to an amount below $500,000,000 shall also result in a reduction of the LC Commitment Amount to the extent of such deficit (and if such reduction would cause the LC Commitment Amount to be less than the aggregate Fronting Commitments, with automatic reductions in the amount of each Fronting Commitment ratably in proportion to the amount of such reduction of the LC Commitment Amount unless, in the case of any LC Issuing Bank, such LC Issuing Bank consents otherwise). Each such notice of termination or reduction shall be irrevocable; provided, however, that a notice of termination delivered pursuant to this Section 2.08 may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the effective date specified in the notice of termination) if such condition is not satisfied. (b) The Borrower may terminate the unused amount of the Commitment of any Lender that is a Defaulting Lender upon not less than three Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section 2.21(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any LC Issuing Bank Agent or any Lender may have against such Defaulting Lender. (c) The Commitment of each Lender shall automatically terminate on the Termination Date applicable to such Lender as provided in Section 2.06. (d) Once terminated, a Commitment or any portion thereof may not be reinstated.

Termination or Reduction of the Commitments. (a) The Borrower shall have the right, upon at least three Business Days’ notice to the Administrative Agent, to terminate in whole or reduce ratably in part the Available Commitments, provided that (i) each partial reduction shall be in the aggregate amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof and (ii) no such termination or reduction shall be made that would reduce the aggregate Commitments to an amount less than the Outstanding Credits on the date of such termination or reduction. Subject to the foregoing, any reduction of the Commitments to an amount below $500,000,000 600,000,000 shall also result in a reduction of the LC Commitment Amount to the extent of such deficit (and if such reduction would cause the LC Commitment Amount to be less than the aggregate Fronting Commitments, with automatic reductions in the amount of each Fronting Commitment ratably in proportion to the amount of such reduction of the LC Commitment Amount unless, in the case of any LC Issuing Bank, such LC Issuing Bank consents otherwise). Each such notice of termination or reduction shall be irrevocable; provided, however, that a notice of termination delivered pursuant to this Section 2.08 may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the effective date specified in the notice of termination) if such condition is not satisfied. (b) The Borrower may terminate the unused amount of the Commitment of any Lender that is a Defaulting Lender upon not less than three Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section 2.21(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any LC Issuing Bank Bank, the Swingline Lender or any Lender may have against such Defaulting Lender. (c) The Commitment of each Lender Commitments shall automatically terminate be terminated on the latest Termination Date applicable to such Lender as provided in Section 2.06Date. (d) Once terminated, a Commitment or any portion thereof may not be reinstated.

Termination or Reduction of the Commitments. (a) ------------------------------------------- Optional. The Borrower shall have the rightAppropriate Borrowers, upon at least three Business Days’ ' notice -------- to the Administrative Agent, to may terminate in whole or reduce ratably in part the Available unused portion of the Term Commitments or the Unused Revolving Credit Commitments; provided, provided however, that (i) each partial reduction of either the Term Facility or the Revolving Credit Facilities shall be in the an aggregate amount of $10,000,000 5,000,000 or an integral multiple of $5,000,000 1,000,000 in excess thereof or, if less, the aggregate amount of such Facility or Facilities; and provided further, however, that (i) any reduction of the Unused Revolving Credit Commitments shall, notwithstanding any notice to the contrary delivered by the Appropriate Borrowers, be applied ratably to the permanent reduction of both the Unused Revolving Credit A Commitments and the Unused Revolving Credit B Commitments and (ii) no such neither the Unused Revolving Credit A Commitments nor the Unused Revolving Credit B Commitments may be terminated in whole without a concurrent termination of the Unused Revolving Credit B Commitments or reduction shall be made that would reduce the aggregate Commitments to an amount less than the Outstanding Credits on the date of such termination or reductionUnused Revolving Credit A Commitments, respectively. Subject to the foregoing, any Each reduction of the Commitments to an amount below $500,000,000 shall also result in a reduction unused portions of the LC Commitment Amount to the extent of such deficit (and if such reduction would cause the LC Commitment Amount to be less than the aggregate Fronting Commitments, with automatic reductions in the amount of each Fronting Commitment ratably in proportion to the amount of such reduction of the LC Commitment Amount unless, in the case of any LC Issuing Bank, such LC Issuing Bank consents otherwise). Each such notice of termination or reduction shall be irrevocable; provided, however, that a notice of termination delivered Term Commitments pursuant to this Section 2.08 may state that such notice is conditioned upon 2.04(a) shall be applied to the effectiveness Term Facility and to the principal repayment installments thereof in inverse order of other credit facilitiesmaturity. Each reduction of the Unused Revolving Credit Commitments shall be applied ratably to the Unused Revolving Credit A Commitments and the Unused Revolving Credit B Commitments, and, in which case such notice may be revoked by the Borrower (by notice each case, to the Administrative Agent mandatory commitment reduction installments thereof on or prior to the effective date specified in the notice of termination) if such condition is not satisfieda pro rata basis. (b) The Borrower may terminate the unused amount of the Commitment of any Lender that is a Defaulting Lender upon not less than three Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section 2.21(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any LC Issuing Bank or any Lender may have against such Defaulting Lender. (c) The Commitment of each Lender shall automatically terminate on the Termination Date applicable to such Lender as provided in Section 2.06. (d) Once terminated, a Commitment or any portion thereof may not be reinstated.

Termination or Reduction of the Commitments. (a) The Borrower shall have the right, upon at least three Business Days’ ' notice to the Administrative Agent, to terminate in whole or reduce ratably in part the Available Commitments, provided that (i) each partial reduction shall be in the aggregate amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof and (ii) no such termination or reduction shall be made that would reduce the aggregate Commitments to an amount less than the Outstanding Credits on the date of such termination or reduction. Subject to the foregoing, any reduction of the Commitments to an amount below $500,000,000 600,000,000 shall also result in a reduction of the LC Commitment Amount to the extent of such deficit (and if such reduction would cause the LC Commitment Amount to be less than the aggregate Fronting Commitments, with automatic reductions in the amount of each Fronting Commitment ratably in proportion to the amount of such reduction of the LC Commitment Amount unless, in the case of any LC Issuing Bank, such LC Issuing Bank consents otherwise). Each such notice of termination or reduction shall be irrevocable; provided, however, that a notice of termination delivered pursuant to this Section 2.08 may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the effective date specified in the notice of termination) if such condition is not satisfied. (b) The Borrower may terminate the unused amount of the Commitment of any Lender that is a Defaulting Lender upon not less than three Business Days’ ' prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section 2.21(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any LC Issuing Bank Bank, the Swingline Lender or any Lender may have against such Defaulting Lender. (c) The Commitment of each Lender Commitments shall automatically terminate be terminated on the latest Termination Date applicable to such Lender as provided in Section 2.06Date. (d) Once terminated, a Commitment or any portion thereof may not be reinstated.

Termination or Reduction of the Commitments. (a) The Borrower Company shall have the right, upon at least three two Business Days’ notice to the Administrative Agent, to terminate in whole or permanently reduce ratably in part the Available Commitments, Unused Commitments of the Lenders; provided that (i) each partial reduction (x) shall be in the minimum aggregate amount of $10,000,000 or an integral multiple of $5,000,000 1,000,000 in excess thereof and (iiy) no such termination or reduction shall be made ratably among the Lenders in accordance with their Commitments; provided further, that would reduce the aggregate Commitments subject to an amount less than the Outstanding Credits on the date of such termination or reduction. Subject to the foregoingSection 9.04(c), any reduction of the Commitments to an amount below $500,000,000 shall also result in a reduction of the LC Commitment Amount to the extent of such deficit (and if such reduction would cause the LC Commitment Amount to be less than the aggregate Fronting Commitments, with automatic reductions in the amount of each Fronting Commitment ratably in proportion to the amount of such reduction of the LC Commitment Amount unless, in the case of any LC Issuing Bank, such LC Issuing Bank consents otherwise). Each such notice of termination or reduction shall by the Company may be irrevocable; provided, however, that a notice conditioned on the occurrence of termination delivered pursuant to this Section 2.08 may state that such notice is conditioned upon the effectiveness of other credit facilitiesany event, in which case such notice may be revoked by the Borrower Company (by notice delivered to the Administrative Agent on or prior to the effective date specified in of the notice of terminationproposed termination or reduction) if such condition is not satisfied. (b) The Borrower may terminate Company shall have the unused amount of the Commitment of right, at any Lender that is a Defaulting Lender time, upon not less than at least three Business Days’ prior notice to a Defaulting Lender (with a copy to the Administrative Agent (which shall promptly notify the Lenders thereofAgent), to terminate in whole such Defaulting Lender’s Commitment under this Section 2.05(b), provided the Borrowers will pay all principal of, and interest accrued to the date of such payment on, Advances owing to such Defaulting Lender and pay any accrued commitment fee payable to such Defaulting Lender pursuant to Section 2.04(a) and all other amounts payable to such Defaulting Lender hereunder (including but not limited to any increased costs, additional interest or other amounts owing under Section 2.11, any indemnification for taxes under Section 2.14, and any compensation payments due as provided in Section 9.04(c); and upon such event payments, the provisions of Section 2.21(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account obligations of such Defaulting Lender under this Agreement (whether on account of principalhereunder shall, interestby the provisions hereof, feesbe released and discharged; provided, indemnity or other amounts); provided however, that (i) no Event of Default such Defaulting Lender’s rights under Sections 2.11, 2.14 and 9.04 and its obligations under Section 9.04 shall have occurred survive such release and be continuing, discharge as to matters occurring prior to such date and (ii) such termination shall not be deemed to be a waiver or release of any no claim that the Borrower, the Administrative Agent, any LC Issuing Bank or any Lender Borrowers may have against such Defaulting Lender arising out of such Defaulting Lender. (c’s default hereunder shall be released or impaired in any way. The aggregate amount of the Commitments of the Lenders once reduced pursuant this Section 2.05(b) The Commitment of each Lender shall automatically terminate on the Termination Date applicable to such Lender as provided in Section 2.06. (d) Once terminated, a Commitment or any portion thereof may not be reinstated; provided, further, however, that if pursuant to this Section 2.05(b), the Borrowers shall pay to a Defaulting Lender any principal of, or interest accrued on, the Advances owing to such Defaulting Lender, then the Borrowers shall either (x) confirm to the Agent that the conditions set forth in Section 3.03 are met on and as of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Lenders who are not Defaulting Lenders.

Termination or Reduction of the Commitments. (a) Unless previously terminated, (i) each Lender’s Commitment shall automatically reduce by the amount of each Loan made by such Lender, such reduction to be effective immediately following the making of such Loan by such Lender, and (ii) each Lender’s Commitments shall terminate on the earlier of (A) the funding of the Loans (including, if applicable, Loans comprising the Supplemental Borrowing) on the Funding Date in accordance with Section 2.01 and (B) 11:59 P.M. on the last day of the Availability Period; provided that the foregoing shall not excuse a Non-Funding Lender or a Defaulting Lender from liability for a failure to fund its Commitment. (b) The Borrower shall have the right, upon at least three Business Days’ same day notice to the Administrative AgentAgent delivered prior to 11:00 A.M. on any Business Day, to terminate in whole or reduce ratably in part the Available Commitments, provided that (i) each partial reduction shall be in the aggregate amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof and (ii) no such termination or reduction shall be made that would reduce the aggregate Commitments to an amount less than the Outstanding Credits on the date of such termination or reduction. Subject to the foregoing, any reduction unused portions of the Commitments to an amount below $500,000,000 shall also result in a reduction of the LC Commitment Amount to the extent of such deficit (and if such reduction would cause the LC Commitment Amount to be less than the aggregate Fronting Commitments, with automatic reductions in the amount of each Fronting Commitment ratably in proportion to the amount of such reduction of the LC Commitment Amount unless, in the case of any LC Issuing Bank, such LC Issuing Bank consents otherwise)Lenders. Each such A notice of termination or reduction shall be irrevocable; provided, however, that a notice of termination the Commitments delivered pursuant to this Section 2.08 by the Borrower may state that such notice is conditioned upon on 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 specified in the notice of terminationdate) if such condition is not satisfied. (b) The Borrower may terminate . Each partial reduction of the unused Commitments shall be in the aggregate amount of the $25,000,000 or an integral multiple of $1,000,000 in excess thereof and, once terminated, a Commitment of any Lender that is a Defaulting Lender upon may not less than three Business Days’ prior notice to the be reinstated. The Administrative Agent (which shall will promptly notify the Lenders thereof), and in such event of any termination or reduction of the provisions of Section 2.21(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender Commitments under this Agreement (whether on account Section 2.04. Each voluntary reduction of principal, interest, fees, indemnity or other amounts); provided that (ithe Commitments pursuant to this Section 2.04(b) no Event of Default shall have occurred be applied ratably to the Tranche A Commitments and the Tranche B Commitments and will be continuing, and (ii) such termination shall not be deemed applied pro rata to be a waiver or release of any claim the Borrower, the Administrative Agent, any LC Issuing Bank or any Lender may have against such Defaulting Lender. (c) The Commitment outstanding Commitments of each Lender under the applicable Tranche. All fees in respect of the Commitments accrued until the effective date of any termination of the Commitments shall automatically terminate be paid on the Termination Date applicable to effective date of such Lender as provided in Section 2.06termination. (d) Once terminated, a Commitment or any portion thereof may not be reinstated.

Termination or Reduction of the Commitments. (a) The Borrower shall have the rightBorrowers may, upon at least three Business Days’ notice to the Administrative AgentAgent received no later than 11:00 A.M. (New York City time) on the third Business Day prior to the proposed termination date, to terminate in whole or reduce ratably in part the Available Commitments, provided that (i) each partial reduction shall be in the aggregate amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof and (ii) no such termination or reduction shall be made that would reduce the aggregate Commitments to an amount less than the Outstanding Credits on the date of such termination or reduction. Subject to the foregoing, any reduction unused portions of the Commitments to an amount below $500,000,000 shall also result in a reduction Letter of the LC Commitment Amount to the extent of such deficit (Credit Facility and if such reduction would cause the LC Commitment Amount to be less than the aggregate Fronting any Unused Revolving Credit Commitments, with automatic reductions in the amount of each Fronting Commitment ratably in proportion to the amount of such reduction of the LC Commitment Amount unless, in the case of any LC Issuing Bank, such LC Issuing Bank consents otherwise). Each such notice of termination or reduction shall be irrevocable; provided, however, that each partial reduction of a notice Facility (A) shall be in an aggregate amount of termination delivered pursuant the Revolving Credit Reduction Minimum or a Revolving Credit Reduction Multiple in excess thereof and (B) shall be made ratably among the Lenders in accordance with their Commitments with respect to this Section 2.08 such Facility. Once terminated, a Commitment may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may not be revoked by the Borrower (by notice to the Administrative Agent on or prior to the effective date specified in the notice of termination) if such condition is not satisfiedreinstated. (b) The Borrower may Borrowers may, if no Notice of Borrowing is then outstanding, terminate the unused amount of the Commitment of any Lender that is a Defaulting Lender upon not less than three Business Days’ prior notice to the Administrative Agent (which shall will promptly notify the Lenders thereof), and in such event the provisions of Section 2.21(a)(ii2.11(g) and Section 2.13(b) will apply to all amounts thereafter paid by the Borrower Borrowers for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); , provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall will not be deemed to be a waiver or release of any claim the BorrowerBorrowers, the Administrative Agent, any LC Issuing Bank Agent or any Lender may have against such Defaulting Lender. (c) The Commitment Letter of Credit Facility shall be permanently reduced from time to time on the date of each Lender shall automatically terminate on reduction in the Termination Date applicable Revolving Credit Facility by the amount, if any, by which the amount of the Letter of Credit Facility exceeds the Revolving Credit Facility after giving effect to such Lender as reduction of the Revolving Credit Facility, provided in Section 2.06that neither the Letter of Credit Facility nor the Revolving Credit Facility shall be reduced below an amount equal to the aggregate unused amount of all outstanding Letters of Credit under the Letter of Credit Facility at any time. (d) Once terminated, a Commitment or All amounts repaid in respect of any portion thereof Incremental Term Loan Facility (I) shall automatically and permanently reduce the Commitments to such Incremental Term Loan Facility ratably among the applicable Lenders in accordance with their respective Commitments to such Incremental Term Loan Facility and (II) may not be reinstatedreborrowed.

Termination or Reduction of the Commitments. ‌ (a) The Borrower shall have the right, upon at least three Business Days’ notice to the Administrative Agent, to terminate in whole or reduce ratably in part the Available Commitments, provided that (i) each partial reduction shall be in the aggregate amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof and (ii) no such termination or reduction shall be made that would reduce the aggregate Commitments to an amount less than the Outstanding Credits on the date of such termination or reduction. Subject to the foregoing, any reduction of the Commitments to an amount below $500,000,000 600,000,000 shall also result in a reduction of the LC Commitment Amount to the extent of such deficit (and if such reduction would cause the LC Commitment Amount to be less than the aggregate Fronting Commitments, with automatic reductions in the amount of each Fronting Commitment ratably in proportion to the amount of such reduction of the LC Commitment Amount unless, in the case of any LC Issuing Bank, such LC Issuing Bank consents otherwise). Each such notice of termination or reduction shall be irrevocable; provided, however, that a notice of termination delivered pursuant to this Section 2.08 may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the effective date specified in the notice of termination) if such condition is not satisfied. (b) The Borrower may terminate the unused amount of the Commitment of any Lender that is a Defaulting Lender upon not less than three Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section 2.21(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any LC Issuing Bank Bank, the Swingline Lender or any Lender may have against such Defaulting Lender. (c) The Commitment of each Lender shall automatically terminate on the Termination Date applicable to such Lender as provided in Section 2.06. (d) Once terminated, a Commitment or any portion thereof may not be reinstated.

Termination or Reduction of the Commitments. (a) The Borrower shall have Upon each repayment or prepayment of the rightAdvances, upon at least three Business Days’ notice to the Administrative Agent, to terminate in whole or reduce ratably in part the Available Commitments, provided that (i) each partial reduction shall be in the aggregate amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof and (ii) no such termination or reduction shall be made that would reduce the aggregate Commitments to of the Lenders in the applicable Tranche shall be automatically and permanently reduced, on a pro rata basis, by an amount less than the Outstanding Credits on the date of such termination or reduction. Subject to the foregoing, any reduction of the Commitments to an amount below $500,000,000 shall also result in a reduction of the LC Commitment Amount to the extent of such deficit (and if such reduction would cause the LC Commitment Amount to be less than the aggregate Fronting Commitments, with automatic reductions in the amount of each Fronting Commitment ratably in proportion equal to the amount by which the aggregate Commitments with respect to such Tranche immediately prior to such reduction exceed the aggregate unpaid principal amount of the Advances outstanding in respect of such reduction Tranche after giving effect to such repayment or prepayment of the LC Commitment Amount unlessAdvances. On each DDTL Funding Date (after the funding of the DDTL Advance to be made on such date), in the case DDTL Commitments of any LC Issuing Bank, such LC Issuing Bank consents otherwise). Each such notice of termination or reduction each applicable 2025-27 TL Lender shall be irrevocable; provided, however, that a notice of termination delivered pursuant to this Section 2.08 may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked reduced immediately and without further action by the Borrower (by notice an amount equal to the Administrative Agent DDTL Advance funded by such 2025-27 TL Lender on or prior to such DDTL Funding Date. Unless previously terminated, each 2025-27 TL Lender’s DDTL Commitment shall terminate immediately and without further action on the effective date specified in the notice of termination) if such condition is not satisfiedDDTL Funding Termination Date. (b) The Borrower may may, if no Notice of Borrowing is then outstanding, terminate the unused amount of the Commitment of any Lender that is a Defaulting Lender upon not less than three Business Days’ prior notice to the Administrative Agent (which shall will promptly notify the Lenders thereof), and in such event the provisions of Section 2.21(a)(ii2.11(g) and Section 2.13(b) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); , provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any LC Issuing Bank Agent or any Lender may have against such Defaulting Lender. (c) The Commitment of each Lender shall automatically terminate on the Termination Date applicable to such Lender as provided in Section 2.06. (d) Once terminated, a Commitment or any portion thereof may not be reinstated.

Termination or Reduction of the Commitments. (a) The Borrower shall have Upon each repayment or prepayment of the rightAdvances, upon at least three Business Days’ notice to the Administrative Agent, to terminate in whole or reduce ratably in part the Available Commitments, provided that (i) each partial reduction shall be in the aggregate amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof and (ii) no such termination or reduction shall be made that would reduce the aggregate Commitments to of the Lenders in the applicable Tranche shall be automatically and permanently reduced, on a pro rata basis, by an amount less than the Outstanding Credits on the date of such termination or reduction. Subject to the foregoing, any reduction of the Commitments to an amount below $500,000,000 shall also result in a reduction of the LC Commitment Amount to the extent of such deficit (and if such reduction would cause the LC Commitment Amount to be less than the aggregate Fronting Commitments, with automatic reductions in the amount of each Fronting Commitment ratably in proportion equal to the amount by which the aggregate Commitments with respect to such Tranche immediately prior to such reduction exceed the aggregate unpaid principal amount of the Advances outstanding in respect of such reduction Tranche after giving effect to such repayment or prepayment of the LC Commitment Amount unlessAdvances. On each DDTL Funding ​ ​ Date (after the funding of the DDTL Advance to be made on such date), in the case DDTL Commitments of any LC Issuing Bank, such LC Issuing Bank consents otherwise). Each such notice of termination or reduction each applicable 2025-27 TL Lender shall be irrevocable; provided, however, that a notice of termination delivered pursuant to this Section 2.08 may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked reduced immediately and without further action by the Borrower (by notice an amount equal to the Administrative Agent DDTL Advance funded by such 2025-27 TL Lender on or prior to such DDTL Funding Date. Unless previously terminated, each 2025-27 TL Lender’s DDTL Commitment shall terminate immediately and without further action on the effective date specified in the notice of termination) if such condition is not satisfiedDDTL Funding Termination Date. (b) The Borrower may may, if no Notice of Borrowing is then outstanding, terminate the unused amount of the Commitment of any Lender that is a Defaulting Lender upon not less than three Business Days’ prior notice to the Administrative Agent (which shall will promptly notify the Lenders thereof), and in such event the provisions of Section 2.21(a)(ii2.11(g) and Section 2.13(b) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); , provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any LC Issuing Bank Agent or any Lender may have against such Defaulting Lender. (c) The Commitment of each Lender shall automatically terminate on the Termination Date applicable to such Lender as provided in Section 2.06. (d) Once terminated, a Commitment or any portion thereof may not be reinstated.

Termination or Reduction of the Commitments. (a) The Borrower shall have the right, upon at least three Business Days’ notice to the Administrative Agent, to terminate in whole or reduce ratably in part the Available Commitments, provided that (i) each partial reduction shall be in the aggregate amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof and (ii) no such termination or reduction shall be made that would reduce the aggregate Commitments to an amount less than the Outstanding Credits on the date of such termination or reduction. Subject to the foregoing, any reduction of the Commitments to an amount below $500,000,000 100,000,000 shall also result in a reduction of the LC Commitment Amount to the extent of such deficit (and if such reduction would cause the LC Commitment Amount to be less than the aggregate Fronting Commitments, with automatic reductions in the amount of each Fronting Commitment ratably in proportion to the amount of such reduction of the LC Commitment Amount unless, in the case of any LC Issuing Bank, such LC Issuing Bank consents otherwise). Each such notice of termination or reduction shall be irrevocable; provided, however, that a notice of termination delivered pursuant to this Section 2.08 may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the effective date specified in the notice of termination) if such condition is not satisfied. (b) The Borrower may terminate the unused amount of the Commitment of any Lender that is a Defaulting Lender upon not less than three Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section 2.21(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any LC Issuing Bank Bank, the Swingline Lender or any Lender may have against such Defaulting Lender. (c) The Commitment of each Lender shall automatically terminate on the Termination Date applicable to such Lender as provided in Section 2.06. (d) Once terminated, a Commitment or any portion thereof may not be reinstated.

Termination or Reduction of the Commitments. (a) The Borrower Borrowers shall have the right, at any time and from time to time upon at least three five (5) Business Days’ prior written notice by Parent to the Administrative Agent, to terminate in whole or reduce ratably in part any of the Available Commitments, provided that (i) each partial reduction shall be in the aggregate amount of Commitments by $10,000,000 5,000,000.00 or an integral multiple of $5,000,000 1,000,000.00 in excess thereof and (iiprovided that in no event shall the Total Commitment be reduced in such manner to an amount less $150,000,000) or to terminate entirely the Commitments, whereupon the Commitments of the Lenders shall be reduced pro rata in accordance with their respective Commitment Percentages of the amount specified in such notice or, as the case may be, terminated, any such termination or reduction to be without penalty except as otherwise set forth in Section 4.7; provided, however, that no such termination or reduction shall be made permitted if, after giving effect thereto, the sum of outstanding Real Estate Revolving Loans and the outstanding Real Estate Swing Loans and Letter of Credit Liabilities would exceed the Real Estate Revolving Loan Commitments of the Real Estate Revolving Loan Lenders as so terminated or reduced; and provided, further, however, that would reduce the aggregate Commitments to an amount less than the Outstanding Credits on the date of no such termination or reductionreduction shall be permitted if, after giving effect thereto, the sum of outstanding A/R Revolving Loans and the outstanding A/R Swing Loans would exceed the A/R Revolving Loan Commitments of the A/R Revolving Loan Lenders as so terminated or reduced. (b) Promptly after receiving any notice from Parent delivered pursuant to this Section 2.14, Administrative Agent will notify the Lenders of the substance thereof. Subject to the foregoing, any Any reduction of the A/R Revolving Loan Commitments to an amount below $500,000,000 or the Real Estate Revolving Loan Commitments shall also result in a proportionate reduction of the LC Commitment Amount (rounded to the extent next lowest integral multiple of such deficit (and if such reduction would cause the LC Commitment Amount to be less than the aggregate Fronting Commitments, with automatic reductions $100,000.00) in the amount of each Fronting Commitment ratably Swing Loan Commitment, and any reduction in proportion the Real Estate Revolving Loan Commitments shall also result in a proportionate reduction (rounded to the amount next lowest integral multiple of such reduction of the LC Commitment Amount unless, $100,000.00) in the case Letter of any LC Issuing Bank, such LC Issuing Bank consents otherwise)Credit Commitment. Each such notice of termination or reduction shall be irrevocable; provided, however, that a notice of termination delivered pursuant to this Section 2.08 may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to Upon the effective date specified in of any such reduction or termination, Borrowers shall pay to Administrative Agent for the notice respective accounts of termination) if such condition is not satisfied. (b) The Borrower may terminate the unused Lenders the full amount of any facility fee under Section 2.3 then accrued. No reduction or termination of the Commitment of any Lender that is a Defaulting Lender upon not less than three Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section 2.21(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any LC Issuing Bank or any Lender Commitments may have against such Defaulting Lender. (c) The Commitment of each Lender shall automatically terminate on the Termination Date applicable to such Lender as provided in Section 2.06. (d) Once terminated, a Commitment or any portion thereof may not be reinstated.

Termination or Reduction of the Commitments. (a) The Borrower Company shall have the right, upon at least three one Business Days’ Day’s notice to the Administrative Agent, to terminate in whole or permanently reduce ratably in part the Available Commitments, unused portions of Commitments of the Lenders under this Agreement; provided that (i) each partial reduction (x) shall be in the minimum aggregate amount of $10,000,000 or an integral multiple of $5,000,000 1,000,000 in excess thereof and (iiy) no such termination or reduction shall be made ratably among the Lenders in accordance with their Commitments; provided further, that would reduce the aggregate Commitments to an amount less than the Outstanding Credits on the date of such termination or reduction. Subject to the foregoing, any reduction of the Commitments to an amount below $500,000,000 shall also result in a reduction of the LC Commitment Amount to the extent of such deficit (and if such reduction would cause the LC Commitment Amount to be less than the aggregate Fronting Commitments, with automatic reductions in the amount of each Fronting Commitment ratably in proportion to the amount of such reduction of the LC Commitment Amount unless, in the case of any LC Issuing Bank, such LC Issuing Bank consents otherwise). Each such notice of termination or reduction shall by the Company may be irrevocable; provided, however, that a notice conditioned on the occurrence of termination delivered pursuant to this Section 2.08 may state that such notice is conditioned upon the effectiveness of other credit facilitiesany event, in which case such notice may be revoked by the Borrower Company (by notice delivered to the Administrative Agent on or prior to the effective date specified in of the notice of terminationproposed termination or reduction) if such condition is not satisfied. (b) The Borrower may terminate Company shall have the unused amount of the Commitment of right, at any Lender that is a Defaulting Lender time, upon not less than at least three Business Days’ prior notice to a Defaulting Lender (with a copy to the Administrative Agent (which shall promptly notify the Lenders thereofAgent), to terminate in whole such Defaulting Lender’s Commitment under this Section 2.05(b), provided the Company will pay all principal of, and interest accrued to the date of such payment on, Advances owing to such Defaulting Lender and pay all other amounts payable to such Defaulting Lender hereunder (including but not limited to any increased costs, additional interest or other amounts owing under Section 2.11, any indemnification for taxes under Section 2.14, and any compensation payments due as provided in Section 9.04(c); and upon such event payments, the provisions of Section 2.21(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account obligations of such Defaulting Lender under this Agreement (whether on account of principalhereunder shall, interestby the provisions hereof, feesbe released and discharged; provided, indemnity or other amounts); provided however, that (i) no Event of Default such Defaulting Lender’s rights under Sections 2.11, 2.14 and 9.04 and its obligations under Section 9.04 shall have occurred survive such release and be continuing, discharge as to matters occurring prior to such date and (ii) such termination shall not be deemed to be a waiver or release of any no claim that the Borrower, the Administrative Agent, any LC Issuing Bank or any Lender Company may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way, and the aggregate amount of the Commitments of the Lenders once reduced pursuant this Section 2.05(b) may not be reinstated; provided, further, however, that if pursuant to this Section 2.05(b), the Company shall pay to a Defaulting Lender any principal of, or interest accrued on, the Advances owing to such Defaulting Lender, then the Company shall pay or cause to be paid a ratable payment of principal and interest to all Lenders who are not Defaulting Lenders. (c) The Commitment Commitments under this Agreement were permanently reduced to zero upon the making of each Lender shall automatically terminate the Advances on the Termination Date applicable to such Lender as provided in Section 2.06Closing Date. (d) Once terminated, a Commitment or any portion thereof may not be reinstated.

Termination or Reduction of the Commitments. (a) The Borrower shall have the right, upon at least three Business Days’ notice to the Administrative AgentAgent (which shall promptly notify each of the Lenders), to terminate in whole or permanently reduce ratably in part the Available unused Commitments, provided that (i) each partial reduction shall be in the aggregate amount of $10,000,000 or an integral multiple of $5,000,000 1,000,000 in excess thereof and (ii) no such termination or reduction shall be made that would reduce the aggregate Commitments to an amount less than the Outstanding Credits on the date of such termination or reduction. Subject to the foregoing, any reduction of the Commitments to an amount below $500,000,000 shall also result in a reduction of the LC Commitment Amount to the extent of such deficit (and if such reduction would cause the LC Commitment Amount to be less than the aggregate Fronting Commitments, with automatic reductions in the amount of each Fronting Commitment ratably in proportion to the amount of such reduction of the LC Commitment Amount unless, in the case of any LC Issuing Bank, such LC Issuing Bank consents otherwise). Each such notice of termination or reduction shall be irrevocable; provided, however, that a notice of termination delivered pursuant to this Section 2.08 may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the effective date specified in the notice of termination) if such condition is not satisfiedthereof. (b) The In the event that the Borrower may terminate or any Subsidiary actually receives any Net Cash Proceeds arising from any Equity Issuance or the unused Borrower or any Subsidiary actually receives any Net Cash Proceeds arising from any Debt Issuance or Asset Sale, in each case during the period commencing on the Effective Date and ending on the Closing Date, the Commitments then outstanding shall be automatically reduced in an amount equal to 100% of such Net Cash Proceeds on the Commitment date of any Lender that is a Defaulting Lender upon not less than three Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section 2.21(a)(ii) will apply to all amounts thereafter paid receipt by the Borrower for the account or such Subsidiary of such Defaulting Lender under this Agreement Net Cash Proceeds. The Borrower shall promptly (whether on account and not later than the date of principalreceipt thereof) notify the Agent of the receipt by the Borrower or its Subsidiary, interestas applicable, feesof such Net Cash Proceeds from any Equity Issuance, indemnity Debt Issuance or other amounts); provided that (i) no Event of Default shall have occurred and be continuingAsset Sale, and (ii) such termination notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Notwithstanding anything to the contrary herein, mandatory commitment reductions with respect to Net Cash Proceeds received by a foreign Subsidiary shall not be deemed required if and for so long as the Borrower has reasonably determined in consultation with the Agent that repatriation to be a waiver the Borrower of such Net Cash Proceeds would have material adverse tax consequences or release of would violate any claim law applicable to, or the Borrowerorganizational documents of, the Administrative Agent, any LC Issuing Bank or any Lender may have against such Defaulting Lenderforeign Subsidiary. (c) The Commitment of each Lender Unless previously terminated, the Commitments shall automatically terminate at the end of the Availability Period; provided that in any event, the Commitments shall terminate in full on the Termination Closing Date applicable after the proceeds of the Advances have been made available to such Lender as provided in Section 2.06the Borrower. (d) Once terminated, a Commitment or any portion thereof may not All reductions of Commitments shall be reinstatedmade ratably among the Lenders in accordance with their Commitments.

Termination or Reduction of the Commitments. (a) The Borrower shall have the rightBorrowers may, upon at least three Business Days’ notice to the Administrative AgentAgent received no later than 11:00 A.M. (local time) on the third Business Day prior to the proposed termination date, to terminate in whole or reduce ratably in part the Available unused portions of any Swing Line Facility, any Letter of Credit Facility and any Unused Revolving Credit Commitments; provided, provided however, that (i) each partial reduction of a Tranche or Subfacility (A) shall be in the an aggregate amount of $10,000,000 the Revolving Credit Reduction Minimum or an integral multiple of $5,000,000 a Revolving Credit Reduction Multiple in excess thereof and (iiB) no such termination or reduction shall be made that would reduce ratably among the Lenders in accordance with their Commitments with respect to such Tranche or Subfacility and (ii) the aggregate amount of the Commitments of the U.S. Dollar Revolving Lenders shall not be reduced to an amount less than the Outstanding Credits on the date of such termination or reduction. Subject to the foregoing, any reduction of the Commitments to an amount below $500,000,000 shall also result in a reduction of the LC Commitment Amount to the extent of such deficit (and if such reduction would cause the LC Commitment Amount to be that is less than the aggregate Fronting Commitments, with automatic reductions in the principal amount of each Fronting the Competitive Bid Advances then outstanding. Once terminated, a Commitment ratably in proportion to the amount of such reduction of the LC Commitment Amount unless, in the case of any LC Issuing Bank, such LC Issuing Bank consents otherwise). Each such notice of termination or reduction shall may not be irrevocable; provided, however, that a notice of termination delivered pursuant to this Section 2.08 may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the effective date specified in the notice of termination) if such condition is not satisfiedreinstated. (b) The Borrower may Borrowers may, if no Notice of Borrowing is then outstanding, terminate the unused amount of the Commitment of any Lender that is a Defaulting Lender upon not less than three Business Days’ prior notice to the Administrative Agent (which shall will promptly notify the Lenders thereof), and in such event the provisions of Sections 2.11(g) and Section 2.21(a)(ii2.13(b) will apply to all amounts thereafter paid by the Borrower Borrowers for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); , provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall will not be deemed to be a waiver or release of any claim the BorrowerBorrowers, the Administrative Agent, any LC Issuing Bank Agent or any Lender may have against such Defaulting Lender. (c) The Commitment Each Letter of Credit Facility shall be permanently reduced from time to time on the date of each Lender shall automatically terminate on reduction in the Termination Date applicable Tranche of which such Letter of Credit Facility is a Subfacility by the amount, if any, by which the amount of such Letter of Credit Facility exceeds the sum of all Revolving Credit Commitments related to such Lender as Tranche after giving effect to such reduction of such Tranche, provided in Section 2.06that a Letter of Credit Facility shall not be reduced below an amount equal to the aggregate unused amount of all outstanding Letters of Credit under such Letter of Credit Facility at any time. (d) Once terminatedEach Swing Line Facility shall be permanently reduced from time to time on the date of each reduction in the Tranche of which such Swing Line Facility is a Subfacility by the amount, a Commitment or any portion thereof may not be reinstatedif any, by which the amount of such Swing Line Facility exceeds the sum of all Revolving Credit Commitments related to such Tranche.

Termination or Reduction of the Commitments. (a) The Borrower shall have the right, upon at least three Business Days’ notice to the Administrative Agent, to terminate in whole or reduce ratably in part the Available Commitments, provided that (i) each partial reduction shall be in the aggregate amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof and (ii) no such termination or reduction shall be made that would reduce the aggregate Commitments to an amount less than the Outstanding Credits aggregate principal amount of Advances outstanding on the date of such termination or reduction. Subject to the foregoing, any reduction of the Commitments to an amount below $500,000,000 shall also result in a reduction of the LC Commitment Amount to the extent of such deficit (and if such reduction would cause the LC Commitment Amount to be less than the aggregate Fronting Commitments, with automatic reductions in the amount of each Fronting Commitment ratably in proportion to the amount of such reduction of the LC Commitment Amount unless, in the case of any LC Issuing Bank, such LC Issuing Bank consents otherwise). Each such notice of termination or reduction shall be irrevocable; provided, however, that a notice of termination delivered pursuant to this Section 2.08 may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the effective date specified in the notice of termination) if such condition is not satisfied. (b) The Borrower may terminate the unused amount of the Commitment of any Lender that is a Defaulting Lender upon not less than three Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section 2.21(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any LC Issuing Bank Agent or any Lender may have against such Defaulting Lender. (c) The Commitment of each Lender shall automatically terminate on the Termination Date applicable to such Lender as provided in Section 2.06[reserved]. (d) Once terminated, a Commitment or any portion thereof may not be reinstated.

Termination or Reduction of the Commitments. (a) The Borrower shall have the right, upon at least three two (2) Business Days’ notice to the Administrative Agent, to terminate in whole or reduce ratably in part the Available Commitmentsunused portions of the Revolving Credit Commitments of the Lenders or the Letter of Credit Sub-Commitments of the Issuing Banks, provided that (i) each partial reduction shall be in the aggregate amount of $10,000,000 5,000,000 or an integral multiple of $5,000,000 1,000,000 in excess thereof and (ii) no thereof. In the event that the Letter of Credit Sub-Commitments at any time exceed the Revolving Credit Commitments, the Letter of Credit Sub-Commitments shall at such termination or reduction shall time automatically be made that would reduce the aggregate Commitments reduced to an amount less than the Outstanding Credits on the date of such termination or reduction. Subject to the foregoing, any reduction of the Commitments to an amount below $500,000,000 shall also result in a reduction of the LC Commitment Amount to the extent of such deficit (and if such reduction would cause the LC Commitment Amount to be less than the aggregate Fronting Commitments, with automatic reductions in the amount of each Fronting Commitment ratably in proportion equal to the amount of the Revolving Credit Commitments. The Administrative Agent shall give each Lender and each Issuing Bank prompt notice of any such reduction of the LC Commitment Amount unless, in Revolving Credit Commitments and/or the case Letter of any LC Issuing Bank, such LC Issuing Bank consents otherwise). Each such notice of termination or reduction shall be irrevocable; provided, however, that a notice of termination delivered pursuant to this Section 2.08 may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the effective date specified in the notice of termination) if such condition is not satisfiedCredit Sub-Commitments. (b) The Borrower may terminate the unused amount of the Unused Commitment of any Lender that is a Defaulting Lender, and terminate a Defaulting Lender as Issuing Bank upon not less than three Business Days’ prior notice to the Administrative Agent (which shall will promptly notify the Lenders thereof), and in such event the provisions of Section 2.21(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principalprovided, interest, fees, indemnity or other amounts); provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any LC the Issuing Bank or any Lender may have against such Defaulting Lender, including without limitation in respect of any breach of such Defaulting Lender of its obligations under this Agreement prior to such termination. (c) The Commitment of each If any Lender shall automatically terminate on or Issuing Bank makes demand for any amounts under Section 2.12 or asserts a claim under Section 2.13, or the Termination Date applicable Borrower becomes obligated to pay additional amounts to such Lender under Section 2.15, and such Lender is unable to designate a different Applicable Lending Office as provided in Section 2.06. 2.17(a), then the Borrower may (di) Once terminateddesignate another bank that is an Eligible Assignee to replace such Lender or Issuing Bank in accordance with, a and subject to the conditions and restrictions contained in, Section 2.17 or (ii) if there are no Letters of Credit and no Letter of Credit Advances then outstanding, (A) pay or prepay the aggregate principal amount of all Advances owing to such Lender, together with accrued interest thereon to the date of such prepayment, and all fees and other amounts due and payable to such Lender or Issuing Bank under any provision of this Agreement (including, but not limited to, any amounts owing under this Section 2.12 or Section 2.15 or 8.04(c)) as of the date of such payment or prepayment and (B) terminate in whole such Lender’s or Issuing Bank’s Commitment or any portion thereof may not Commitments (and if the total Letter of Credit Sub-Commitments of all remaining Issuing Banks would be reinstatedgreater than the total Revolving Credit Commitments of all remaining Lenders, reduce pro-rata the Letter of Credit Sub-Commitments of such remaining Issuing Banks to an aggregate amount equal to the total Revolving Credit Commitments of the remaining Lenders.

Termination or Reduction of the Commitments. (a) The Borrower Company shall have the right, upon at least three two Business Days’ notice to the Administrative Agent, to terminate in whole or permanently reduce ratably in part the Available CommitmentsUnused Commitments of the Lenders under any Facility, provided that (i) each partial reduction (x) shall be in the minimum aggregate amount of $10,000,000 or an integral multiple of $5,000,000 1,000,000 in excess thereof and (iiy) no such termination or reduction shall be made ratably among the Appropriate Lenders in accordance with their Commitments with respect to such Facility; provided further, that would reduce the aggregate Commitments subject to an amount less than the Outstanding Credits on the date of such termination or reduction. Subject to the foregoingSection 9.04(c), any reduction of the Commitments to an amount below $500,000,000 shall also result in a reduction of the LC Commitment Amount to the extent of such deficit (and if such reduction would cause the LC Commitment Amount to be less than the aggregate Fronting Commitments, with automatic reductions in the amount of each Fronting Commitment ratably in proportion to the amount of such reduction of the LC Commitment Amount unless, in the case of any LC Issuing Bank, such LC Issuing Bank consents otherwise). Each such notice of termination or reduction shall by the Company may be irrevocable; provided, however, that a notice conditioned on the occurrence of termination delivered pursuant to this Section 2.08 may state that such notice is conditioned upon the effectiveness of other credit facilitiesany event, in which case such notice may be revoked by the Borrower Company (by notice delivered to the Administrative Agent on or prior to the effective date specified in of the notice of terminationproposed termination or reduction) if such condition is not satisfied. (b) The Borrower may terminate Company shall have the unused amount of the Commitment of right, at any Lender that is a Defaulting Lender time, upon not less than at least three Business Days’ prior notice to a Defaulting Lender (with a copy to the Administrative Agent (which shall promptly notify the Lenders thereofAgent), to terminate in whole such Defaulting Lender’s Commitment under this Section 2.05(b), provided the Borrowers will pay all principal of, and interest accrued to the date of such payment on, Advances owing to such Defaulting Lender and pay any accrued commitment fee payable to such Defaulting Lender pursuant to Section 2.04(a) and all other amounts payable to such Defaulting Lender hereunder (including but not limited to any increased costs, additional interest or other amounts owing under Section 2.11, any indemnification for taxes under Section 2.14, and any compensation payments due as provided in Section 9.04(c); and upon such event payments, the provisions of Section 2.21(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account obligations of such Defaulting Lender under this Agreement (whether on account of principalhereunder shall, interestby the provisions hereof, feesbe released and discharged; provided, indemnity or other amounts); provided however, that (i) no Event of Default such Defaulting Lender’s rights under Sections 2.11, 2.14 and 9.04 and its obligations under Section 9.04 shall have occurred survive such release and be continuing, discharge as to matters occurring prior to such date and (ii) such termination shall not be deemed to be a waiver or release of any no claim that the Borrower, the Administrative Agent, any LC Issuing Bank or any Lender Borrowers may have against such Defaulting Lender arising out of such Defaulting Lender. (c’s default hereunder shall be released or impaired in any way, The aggregate amount of the Commitments of the Appropriate Lenders once reduced pursuant this Section 2.05(b) The Commitment of each Lender shall automatically terminate on the Termination Date applicable to such Lender as provided in Section 2.06. (d) Once terminated, a Commitment or any portion thereof may not be reinstated; provided, further, however, that if pursuant to this Section 2.05(b), the Borrowers shall pay to a Defaulting Lender any principal of, or interest accrued on, the Advances owing to such Defaulting Lender, then the Borrowers shall either (x) confirm to the Agent that the conditions set forth in Section 3.03(a) are met on and as of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Appropriate Lenders who are not Defaulting Lenders.

Termination or Reduction of the Commitments. (a) The Borrower shall have the rightBorrowers may, upon at least three Business Days’ notice to the Administrative AgentAgent received no later than 11:00 A.M. (New York City time) on the second Business Day prior to the proposed termination date, to terminate in whole or reduce ratably in part the Available Commitments, provided that (i) each partial reduction shall be in the aggregate amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof and (ii) no such termination or reduction shall be made that would reduce the aggregate Commitments to an amount less than the Outstanding Credits on the date of such termination or reduction. Subject to the foregoing, any reduction unused portions of the Commitments to an amount below $500,000,000 shall also result in a reduction Letter of the LC Commitment Amount to the extent of such deficit (Credit Facility and if such reduction would cause the LC Commitment Amount to be less than the aggregate Fronting any Unused Revolving Credit Commitments, with automatic reductions in the amount of each Fronting Commitment ratably in proportion to the amount of such reduction of the LC Commitment Amount unless, in the case of any LC Issuing Bank, such LC Issuing Bank consents otherwise). Each such notice of termination or reduction shall be irrevocable; provided, however, that each partial reduction of a notice Facility (A) shall be in an aggregate amount of termination delivered pursuant the Revolving Credit Reduction Minimum or a Revolving Credit Reduction Multiple in excess thereof and (B) shall be made ratably among the Lenders in accordance with their Commitments with respect to this Section 2.08 such Facility. Once terminated, a Commitment may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may not be revoked by the Borrower (by notice to the Administrative Agent on or prior to the effective date specified in the notice of termination) if such condition is not satisfiedreinstated. (ba) The Borrower may Borrowers may, if no Notice of Borrowing is then outstanding, terminate the unused amount of the Commitment of any Lender that is a Defaulting Lender upon not less than three Business Days’ prior notice to the Administrative Agent (which shall Digital Realty – Yen Credit Agreement will promptly notify the Lenders thereof), and in such event the provisions of Section 2.21(a)(ii2.11(g) and Section 2.13(b) will apply to all amounts thereafter paid by the Borrower Borrowers for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); , provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall will not be deemed to be a waiver or release of any claim the BorrowerBorrowers, the Administrative Agent, any LC Issuing Bank Agent or any Lender may have against such Defaulting Lender. (cb) The Commitment Letter of Credit Facility shall be permanently reduced from time to time on the date of each Lender shall automatically terminate on reduction in the Termination Date applicable Revolving Credit Facility by the amount, if any, by which the amount of the Letter of Credit Facility exceeds the Revolving Credit Facility after giving effect to such Lender as reduction of the Revolving Credit Facility, provided in Section 2.06that neither the Letter of Credit Facility nor the Revolving Credit Facility shall be reduced below an amount equal to the aggregate unused amount of all outstanding Letters of Credit under the Letter of Credit Facility at any time. (d) Once terminated, a Commitment or any portion thereof may not be reinstated.

Termination or Reduction of the Commitments. ‌ (a) The Borrower shall have the right, upon at least three Business Days’ notice to the Administrative Agent, to terminate in whole or reduce ratably in part the Available Commitments, provided that (i) each partial reduction shall be in the aggregate amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof and (ii) no such termination or reduction shall be made that would reduce the aggregate Commitments to an amount less than the Outstanding Credits on the date of such termination or reduction. Subject to the foregoing, any reduction of the Commitments to an amount below $500,000,000 275,000,000 shall also result in a reduction of the LC Commitment Amount to the extent of such deficit (and if such reduction would cause the LC Commitment Amount to be less than the aggregate Fronting Commitments, with automatic reductions in the amount of each Fronting Commitment ratably in proportion to the amount of such reduction of the LC Commitment Amount unless, in the case of any LC Issuing Bank, such LC Issuing Bank consents otherwise). Each such notice of termination or reduction shall be irrevocable; provided, however, that a notice of termination delivered pursuant to this Section 2.08 may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the effective date specified in the notice of termination) if such condition is not satisfied. (b) The Borrower may terminate the unused amount of the Commitment of any Lender that is a Defaulting Lender upon not less than three Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section 2.21(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any LC Issuing Bank or any Lender may have against such Defaulting Lender. (c) The Commitment of each Lender shall automatically terminate on the Termination Date applicable to such Lender as provided in Section 2.06. (d) Once terminated, a Commitment or any portion thereof may not be reinstated.

Termination or Reduction of the Commitments. (a) The Borrower shall have the right, upon at least three two (2) Business Days’ notice to the Administrative Agent, to terminate in whole or reduce ratably in part the Available Commitmentsunused portions of the Revolving Credit Commitments of the Lenders or the Letter of Credit Sub-Commitments of the Issuing Banks, provided that (i) each partial reduction shall be in the aggregate amount of $10,000,000 5,000,000 or an integral multiple of $5,000,000 1,000,000 in excess thereof and (ii) no thereof. In the event that the Letter of Credit Sub-Commitments at any time exceed the Revolving Credit Commitments, the Letter of Credit Sub-Commitments shall at such termination or reduction shall time automatically be made that would reduce the aggregate Commitments reduced to an amount less than the Outstanding Credits on the date of such termination or reduction. Subject to the foregoing, any reduction of the Commitments to an amount below $500,000,000 shall also result in a reduction of the LC Commitment Amount to the extent of such deficit (and if such reduction would cause the LC Commitment Amount to be less than the aggregate Fronting Commitments, with automatic reductions in the amount of each Fronting Commitment ratably in proportion equal to the amount of the Revolving Credit Commitments. The Administrative Agent shall give each Lender and each Issuing Bank prompt notice of any such reduction of the LC Commitment Amount unless, in Revolving Credit Commitments and/or the case Letter of any LC Issuing Bank, such LC Issuing Bank consents otherwise). Each such notice of termination or reduction shall be irrevocable; provided, however, that a notice of termination delivered pursuant to this Section 2.08 may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the effective date specified in the notice of termination) if such condition is not satisfiedCredit Sub-Commitments. (b) The Borrower may terminate the unused amount of the Unused Commitment of any Lender that is a Defaulting Lender, and terminate a Defaulting Lender as Issuing Bank upon not less than three (3) Business Days’ prior notice to the Administrative Agent (which shall will promptly notify the Lenders thereof), and in such event the provisions of Section 2.21(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principalprovided, interest, fees, indemnity or other amounts); provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any LC the Issuing Bank or any Lender may have against such Defaulting Lender, including without limitation in respect of any breach of such Defaulting Lender of its obligations under this Agreement prior to such termination. (c) The Commitment of each If any Lender shall automatically terminate on or Issuing Bank makes demand for any amounts under Section 2.12, or the Termination Date applicable Borrower becomes obligated to pay additional amounts to such Lender under Section 2.15, and such Lender is unable to designate a different Applicable Lending Office as provided in Section 2.06. 2.17(a), then the Borrower may (di) Once terminateddesignate another bank that is an Eligible Assignee to replace such Lender or Issuing Bank in accordance with, a and subject to the conditions and restrictions contained in, Section 2.17 or (ii) if there are no Letters of Credit and no Letter of Credit Advances then outstanding, (A) pay or prepay the aggregate principal amount of all Advances owing to such Lender, together with accrued interest thereon to the date of such prepayment, and all fees and other amounts due and payable to such Lender or Issuing Bank under any provision of this Agreement (including, but not limited to, any amounts owing under this Section 2.12 or Section 2.15 or 8.04(c)) as of the date of such payment or prepayment and (B) terminate in whole such Lender’s or Issuing Bank’s Commitment or any portion thereof may not Commitments (and if the total Letter of Credit Sub-Commitments of all remaining Issuing Banks would be reinstatedgreater than the total Revolving Credit Commitments of all remaining Lenders, reduce pro-rata the Letter of Credit Sub-Commitments of such remaining Issuing Banks to an aggregate amount equal to the total Revolving Credit Commitments of the remaining Lenders).

Termination or Reduction of the Commitments. (a) The Borrower shall have the right, upon at least three (3) Business Days’ ' irrevocable notice to the Administrative Agent, to terminate in whole or permanently reduce ratably in part the Available unused portions of the Commitments, provided that (ia) each partial reduction shall be in the aggregate principal amount of $10,000,000 or an integral multiple of $5,000,000 1,000,000 in excess thereof and thereof, (iib) no such termination or reduction shall be permitted if, after giving effect thereto and to any prepayments made that would reduce under Section 5.05 hereof by Borrower on the effective date thereof, the aggregate Commitments principal amount of Loans made to an amount less than the Outstanding Credits on the date of such termination or reduction. Subject to the foregoing, any reduction of Borrower and then outstanding would exceed the Commitments to an amount below $500,000,000 shall also result then in a reduction of the LC Commitment Amount to the extent of effect, and (c) no such deficit (and if such reduction would cause the LC Commitment Amount to be less than the aggregate Fronting Commitments, with automatic reductions in the amount of each Fronting Commitment ratably in proportion to the amount of such reduction of the LC Commitment Amount unless, in the case of any LC Issuing Bank, such LC Issuing Bank consents otherwise). Each such notice of termination or reduction shall be irrevocable; providedpermitted if, howeverafter giving effect thereto, that a notice the Swing Line Commitment would exceed the Commitments then in effect. Any termination or reduction of termination delivered pursuant to this Section 2.08 may state that such notice is conditioned upon any of the effectiveness of other credit facilities, in which case such notice may Commitments shall be revoked by the Borrower (by notice to the Administrative Agent on or prior to the effective date specified in the notice of termination) if such condition is not satisfiedpermanent. (b) The Borrower may terminate shall have the unused amount of the Commitment of any Lender that is a Defaulting Lender right, upon not less than at least three (3) Business Days’ prior ' irrevocable notice to the Administrative Agent (which shall promptly notify and the Lenders thereof)Swing Line Bank, and to terminate in such event whole or permanently reduce ratably in part the provisions unused portion of Section 2.21(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principalSwing Line Commitment, interest, fees, indemnity or other amounts); provided that (ia) each partial reduction shall be in the aggregate principal amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) no Event of Default shall have occurred and be continuing, and (ii) such termination or reduction shall not be deemed permitted if, after giving effect thereto and to be a waiver or release of any claim prepayments made under Section 5.05 hereof by Borrower on the Borrowereffective date thereof, the Administrative Agent, any LC Issuing Bank aggregate principal amount of Swing Loans made to Borrower and then outstanding would exceed the Swing Line Commitment then in effect. Any termination or any Lender may have against such Defaulting Lenderreduction of the Swing Line Commitment shall be permanent. (c) The Commitment of each Lender shall automatically terminate on the Termination Date applicable to such Lender as provided in Section 2.06. (d) Once terminated, a Commitment or any portion thereof may not be reinstated.

Termination or Reduction of the Commitments. (a) The Borrower Term Loan Commitments shall have be automatically and permanently reduced to zero on the rightClosing Date after giving effect to the making of the Borrowing of Term Loan Advances. (b) The Incremental Term Loan Commitments with respect to an Incremental Term Loan Facility shall be automatically and permanently reduced to zero on the date of the related Borrowing of Incremental Term Advances and after giving effect thereto. (c) (i) Prior to the Delayed Draw Commitment Termination Date, the Borrowers may, upon at least three Business Days’ written notice to the Administrative Agent, to terminate in whole or permanently reduce ratably in part the Available Commitments, Delayed Draw Term Facility; provided that (ix) each any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (y) any such partial reduction shall be in the an aggregate amount of $10,000,000 5,000,000 or an integral any whole multiple of $5,000,000 1,000,000 in excess thereof and (ii) no such thereof. The Administrative Agent will promptly notify the Lenders of any termination or reduction shall be made that would reduce of the aggregate Commitments to an amount less than the Outstanding Credits on the date of such termination or reductionDelayed Draw Term Facility under this Section 2.05(c). Subject to the foregoing, Upon any reduction of the Commitments to an amount below $500,000,000 shall also result in a reduction of Delayed Draw Term Facility, the LC Delayed Draw Term Commitment Amount to the extent of such deficit (and if such reduction would cause the LC Commitment Amount to be less than the aggregate Fronting Commitments, with automatic reductions in the amount of each Fronting Commitment ratably in proportion to the amount Delayed Draw Term Lender shall be reduced by such Lender’s Pro Rata Share of such reduction amount. All fees in respect of the LC Commitment Amount unless, in the case of any LC Issuing Bank, such LC Issuing Bank consents otherwise). Each such notice of termination or reduction shall be irrevocable; provided, however, that a notice of termination delivered pursuant to this Section 2.08 may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to Delayed Draw Term Facility accrued until the effective date specified in the notice of termination) if such condition is not satisfied. (b) The Borrower may terminate the unused amount any termination of the Commitment of any Lender that is a Defaulting Lender upon not less than three Business Days’ prior notice to Delayed Draw Term Facility shall be paid on the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section 2.21(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account effective date of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any LC Issuing Bank or any Lender may have against such Defaulting Lendertermination. (c) The Commitment of each Lender shall automatically terminate on the Termination Date applicable to such Lender as provided in Section 2.06. (d) Once terminated, a Commitment or any portion thereof may not be reinstated.

Termination or Reduction of the Commitments. (a) Unless previously terminated, the Commitment of each Bank shall automatically terminate on the earlier of (i) immediately after the making of the Loan by such Bank on the Funding Date and (ii) the Commitment Termination Date. The Borrower Company shall give the Agent notice of the occurrence of the Commitment Termination Date (other than on the account of clause (a) of the definition of such term) no later than the Commitment Termination Date. (b) The Company shall have the right, upon at least three (3) Business Days’ notice to the Administrative AgentAgent and without premium or penalty, to terminate in whole or reduce ratably in part the Available Commitmentsrespective Commitments of the Banks; provided, provided that (i) each partial reduction shall be in the aggregate amount of $10,000,000 or an integral multiple of $5,000,000 1,000,000 in excess thereof thereof; and (ii) no such termination or reduction shall be made that would reduce the aggregate Commitments to an amount less than the Outstanding Credits on the date of such termination or reduction. Subject to the foregoing, any reduction of the Commitments to an amount below $500,000,000 shall also result in a reduction of the LC Commitment Amount to the extent of such deficit (and if such reduction would cause the LC Commitment Amount to be less than the aggregate Fronting Commitments, with automatic reductions in the amount of each Fronting Commitment ratably in proportion to the amount of such reduction of the LC Commitment Amount unless, in the case of any LC Issuing Bank, such LC Issuing Bank consents otherwise). Each such notice of termination or reduction shall be irrevocable; provided, howeverprovided further, that a notice of termination of the Commitments delivered pursuant to this Section 2.08 by the Company may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or another transaction, in which case such notice may be revoked by the Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date specified in the notice of terminationdate) if such condition is not satisfied. (bc) The Borrower may terminate In the unused amount event and on each occasion that, after the Effective Date and prior to the termination of all the Commitments, the Company or any Subsidiary receives any Net Cash Proceeds in respect of a Reduction/Prepayment Event, the Commitments shall, effective on the date of the Commitment receipt of such Net Cash Proceeds by the Company or any Subsidiary, automatically and permanently reduce by an amount equal to 100% of such Net Cash Proceeds. The Company shall give the Agent notice of any Lender that is a Defaulting Lender upon not less than three Business Days’ prior notice to reduction of the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section 2.21(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender Commitments under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any LC Issuing Bank or any Lender may have against such Defaulting Lender. subsection (c) The Commitment no later than the effective date of each Lender shall automatically terminate on such reduction, specifying the Termination Date applicable to effective date of such Lender as provided in Section 2.06reduction and providing a reasonably detailed calculation of the amount thereof. (d) Once terminatedPromptly following receipt of any notice from the Company referred to in subsection (a), a Commitment (b) or any portion thereof may not (c) of this Section, the Agent shall advise the Banks of the contents thereof. Any termination or reduction of the Commitments shall be reinstatedpermanent. Each reduction of the Commitments shall be made ratably among the Banks in accordance with their respective Commitments.

Termination or Reduction of the Commitments. DMSLIBRARY01\30351218.v6 (a) The Borrower shall have the right, upon at least three Business Days’ notice to the Administrative Agent, to terminate in whole or reduce ratably in part the Available Commitments, provided that (i) each partial reduction shall be in the aggregate amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof and (ii) no such termination or reduction shall be made that would reduce the aggregate Commitments to an amount less than the Outstanding Credits on the date of such termination or reduction. Subject to the foregoing, any reduction of the Commitments to an amount below $500,000,000 150,000,000 shall also result in a reduction of the LC Commitment Amount to the extent of such deficit (and if such reduction would cause the LC Commitment Amount to be less than the aggregate Fronting Commitments, with automatic reductions in the amount of each Fronting Commitment ratably in proportion to the amount of such reduction of the LC Commitment Amount unless, in the case of any LC Issuing Bank, such LC Issuing Bank consents otherwise). Each such notice of termination or reduction shall be irrevocable; provided, however, that a notice of termination delivered pursuant to this Section 2.08 may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the effective date specified in the notice of termination) if such condition is not satisfied. (b) The Borrower may terminate the unused amount of the Commitment of any Lender that is a Defaulting Lender upon not less than three Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section 2.21(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any LC Issuing Bank or any Lender may have against such Defaulting Lender. (c) The Commitment of each Lender shall automatically terminate on the Termination Date applicable to such Lender as provided in Section 2.06. (d) Once terminated, a Commitment or any portion thereof may not be reinstated.

Termination or Reduction of the Commitments. (a) The Borrower shall have the right, upon at least three Business Days’ notice to the Administrative Agent, to terminate in whole or reduce ratably in part the Available Commitments, provided that (i) each partial reduction shall be in the aggregate amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof and (ii) no such termination or reduction shall be made that would reduce the aggregate Commitments to an amount less than the Outstanding Credits on the date of such termination or reduction. Subject to the foregoing, any reduction of the Commitments to an amount below $500,000,000 275,000,000 shall also result in a reduction of the LC Commitment Amount to the extent of such deficit (and if such reduction would cause the LC Commitment Amount to be less than the aggregate Fronting Commitments, with automatic reductions in the amount of each Fronting Commitment ratably in proportion to the amount of such reduction of the LC Commitment Amount unless, in the case of any LC Issuing Bank, such LC Issuing Bank consents otherwise). Each such notice of termination or reduction shall be irrevocable; provided, however, that a notice of termination delivered pursuant to this Section 2.08 may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the effective date specified in the notice of termination) if such condition is not satisfied. (b) The Borrower may terminate the unused amount of the Commitment of any Lender that is a Defaulting Lender upon not less than three Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section 2.21(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any LC Issuing Bank or any Lender may have against such Defaulting Lender. (c) The Commitment of each Lender shall automatically terminate on the Termination Date applicable to such Lender as provided in Section 2.06. (d) Once terminated, a Commitment or any portion thereof may not be reinstated.

Termination or Reduction of the Commitments. (a) The Borrower Company shall have the right, upon at least three one Business Days’ Day’s notice to the Administrative Agent, to terminate in whole or permanently reduce ratably in part the Available Commitments, unused portions of Commitments of the Lenders under this Agreement; provided that (i) each partial reduction (x) shall be in the minimum aggregate amount of $10,000,000 or an integral multiple of $5,000,000 1,000,000 in excess thereof and (iiy) no such termination or reduction shall be made ratably among the Lenders in accordance with their Commitments; provided further, that would reduce the aggregate Commitments to an amount less than the Outstanding Credits on the date of such termination or reduction. Subject to the foregoing, any reduction of the Commitments to an amount below $500,000,000 shall also result in a reduction of the LC Commitment Amount to the extent of such deficit (and if such reduction would cause the LC Commitment Amount to be less than the aggregate Fronting Commitments, with automatic reductions in the amount of each Fronting Commitment ratably in proportion to the amount of such reduction of the LC Commitment Amount unless, in the case of any LC Issuing Bank, such LC Issuing Bank consents otherwise). Each such notice of termination or reduction shall by the Company may be irrevocable; provided, however, that a notice conditioned on the occurrence of termination delivered pursuant to this Section 2.08 may state that such notice is conditioned upon the effectiveness of other credit facilitiesany event, in which case such notice may be revoked by the Borrower Company (by notice delivered to the Administrative Agent on or prior to the effective date specified in of the notice of terminationproposed termination or reduction) if such condition is not satisfied. (b) The Borrower may terminate Company shall have the unused amount of the Commitment of right, at any Lender that is a Defaulting Lender time, upon not less than at least three Business Days’ prior notice to a Defaulting Lender (with a copy to the Administrative Agent (which shall promptly notify the Lenders thereofAgent), to terminate in whole such Defaulting Lender’s Commitment under this Section 2.05(b), provided the Company will pay all principal of, and interest accrued to the date of such payment on, Advances owing to such Defaulting Lender and pay any accrued commitment fee payable to such Defaulting Lender pursuant to Section 2.04(a) and all other amounts payable to such Defaulting Lender hereunder (including but not limited to any increased costs, additional interest or other amounts owing under Section 2.11, any indemnification for taxes under Section 2.14, and any compensation payments due as provided in Section 9.04(c); and upon such event payments, the provisions of Section 2.21(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account obligations of such Defaulting Lender under this Agreement (whether on account of principalhereunder shall, interestby the provisions hereof, feesbe released and discharged; provided, indemnity or other amounts); provided however, that (i) no Event of Default such Defaulting Lender’s rights under Sections 2.11, 2.14 and 9.04 and its obligations under Section 9.04 shall have occurred survive such release and be continuing, discharge as to matters occurring prior to such date and (ii) such termination shall not be deemed to be a waiver or release of any no claim that the Borrower, the Administrative Agent, any LC Issuing Bank or any Lender Company may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way, and the aggregate amount of the Commitments of the Lenders once reduced pursuant this Section 2.05(b) may not be reinstated; provided, further, however, that if pursuant to this Section 2.05(b), the Company shall pay to a Defaulting Lender any principal of, or interest accrued on, the Advances owing to such Defaulting Lender, then the Company shall pay or cause to be paid a ratable payment of principal and interest to all Lenders who are not Defaulting Lenders. (c) The Commitment aggregate Commitments hereunder shall be permanently reduced to zero on the earliest of each Lender shall automatically (i) the consummation of the Palate Acquisition without using any Advances under this Agreement, (ii) the date on which the Palate Acquisition Agreement is terminated in accordance with its terms without the closing of the Palate Acquisition, (iii) receipt by the Agent of written notice from the Company of its election to terminate on all Commitments hereunder in full pursuant to Section 2.05(a) above and (iv) the Termination Date applicable to such Lender (as defined in the Palate Acquisition Agreement as in effect on May 7, 2018) (or, if the Termination Date shall have been extended as provided in Section 2.067.1(b)(i) of the Palate Acquisition Agreement as in effect on May 7, 2018, then on such extended Termination Date) (the “Commitment Termination Date”). (d) Once terminated, a Commitment or any portion thereof may not be reinstated.

Termination or Reduction of the Commitments. (a) The Borrower shall have the right, upon at least three Business Days’ notice to the Administrative Agent, to terminate in whole or reduce ratably in part the Available Commitments, provided that (i) each partial reduction shall be in the aggregate amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof and (ii) no such termination or reduction shall be made that would reduce the aggregate Commitments to an amount less than the Outstanding Credits on the date of such termination or reduction. Subject to the foregoing, any reduction of the Commitments to an amount below $500,000,000 450,000,000 shall also result in a reduction of the LC Commitment Amount to the extent of such deficit (and if such reduction would cause the LC Commitment Amount to be less than the aggregate Fronting Commitments, with automatic reductions in the amount of each Fronting Commitment ratably in proportion to the amount of such reduction of the LC Commitment Amount unless, in the case of any LC Issuing Bank, such LC Issuing Bank consents otherwise). Each such notice of termination or reduction shall be irrevocable; provided, however, that a notice of termination delivered pursuant to this Section 2.08 may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the effective date specified in the notice of termination) if such condition is not satisfied. (b) The Borrower may terminate the unused amount of the Commitment of any Lender that is a Defaulting Lender upon not less than three Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section 2.21(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any LC Issuing Bank or any Lender may have against such Defaulting Lender. (c) The Commitment of each Lender shall automatically terminate on the Termination Date applicable to such Lender as provided in Section 2.06. (d) Once terminated, a Commitment or any portion thereof may not be reinstated.

Termination or Reduction of the Commitments. (a) Unless previously terminated, (i) each Lender’s Commitment shall automatically reduce by the amount of each Loan made by such Lender, such reduction to be effective immediately following the making of such Loan by such Lender, and (ii) each Lender’s Commitments shall terminate on the earlier of (A) the funding of the Loans (including, if applicable, Loans comprising the Supplemental Borrowing) on the Funding Date in accordance with Section 2.01 and (B) 11:59 P.M. on the last day of the Availability Period; provided that the foregoing shall not excuse a Non-Funding Lender or a Defaulting Lender from liability for a failure to fund its Commitment. (b) The Borrower shall have the right, upon at least three Business Days’ same day notice to the Administrative AgentAgent delivered prior to 11:00 A.M. on any Business Day, to terminate in whole or reduce ratably in part the Available Commitments, provided that (i) each partial reduction shall be in the aggregate amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof and (ii) no such termination or reduction shall be made that would reduce the aggregate Commitments to an amount less than the Outstanding Credits on the date of such termination or reduction. Subject to the foregoing, any reduction unused portions of the Commitments to an amount below $500,000,000 shall also result in a reduction of the LC Commitment Amount to the extent of such deficit (and if such reduction would cause the LC Commitment Amount to be less than the aggregate Fronting Commitments, with automatic reductions in the amount of each Fronting Commitment ratably in proportion to the amount of such reduction of the LC Commitment Amount unless, in the case of any LC Issuing Bank, such LC Issuing Bank consents otherwise)Lenders. Each such A notice of termination or reduction shall be irrevocable; provided, however, that a notice of termination the Commitments delivered pursuant to this Section 2.08 by the Borrower may state that such notice is conditioned upon on 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 specified in the notice of terminationdate) if such condition is not satisfied. (b) The Borrower may terminate . Each partial reduction of the unused Commitments shall be in the aggregate amount of the $25,000,000 or an integral multiple of $1,000,000 in excess thereof and, once terminated, a Commitment of any Lender that is a Defaulting Lender upon may not less than three Business Days’ prior notice to the be reinstated. The Administrative Agent (which shall will promptly notify the Lenders thereof), and in such event of any termination or reduction of the provisions of Section 2.21(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender Commitments under this Agreement (whether on account Section 2.04. Each voluntary reduction of principal, interest, fees, indemnity or other amounts); provided that (ithe Commitments pursuant to this Section 2.04(b) no Event of Default shall have occurred be applied ratably to the 3 Year Commitments and the 5 Year Commitments and will be continuing, and (ii) such termination shall not be deemed applied pro rata to be a waiver or release of any claim the Borrower, the Administrative Agent, any LC Issuing Bank or any Lender may have against such Defaulting Lender. (c) The Commitment outstanding Commitments of each Lender under the applicable Tranche. All fees in respect of the Commitments accrued until the effective date of any termination of the Commitments shall automatically terminate be paid on the Termination Date applicable to effective date of such Lender as provided in Section 2.06termination. (d) Once terminated, a Commitment or any portion thereof may not be reinstated.

Termination or Reduction of the Commitments. Increase of the Commitments. (a) The Commitments shall be automatically terminated on the Termination Date. (b) The Borrower shall have the right, upon at least three Business Days’ ' notice to the Administrative Agent, to terminate in whole or reduce ratably in part the Available Commitmentsunused portions of the respective Commitments of the Lenders, provided that (i) each partial reduction shall be in the aggregate amount of $10,000,000 5,000,000 or an integral multiple of $5,000,000 1,000,000 in excess thereof and (ii) no such termination or reduction shall be made that would reduce the aggregate Commitments to an amount less than the Outstanding Credits on the date of such termination or reductionthereof. Subject to the foregoing, any reduction of the Commitments to an amount below $500,000,000 shall also result in a reduction of the LC Commitment Amount to the extent of such deficit (and if such reduction would cause the LC Commitment Amount to be less than the aggregate Fronting Commitments, with automatic reductions in the amount of each Fronting Commitment ratably in proportion to the amount of such reduction of the LC Commitment Amount unless, in the case of any LC Issuing Bank, such LC Issuing Bank consents otherwise). Each such notice of termination or reduction shall be irrevocable; provided, however, that a notice of termination delivered pursuant to this Section 2.08 may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the effective date specified in the notice of termination) if such condition is not satisfied. (b) The Borrower may terminate the unused amount of the Commitment of any Lender that is a Defaulting Lender upon not less than three Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section 2.21(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any LC Issuing Bank or any Lender may have against such Defaulting Lender. (c) The Commitment of each Lender shall automatically terminate on the Termination Date applicable to such Lender as provided in Section 2.06. (d) Once terminated, a Commitment or any portion thereof may not be reinstated. (c) At any time prior to the Termination Date the Borrower may, on the terms set forth below, request that the Commitments hereunder be increased by an aggregate amount up to $250,000,000; provided, however, that (i) an increase in the Commitments hereunder may only be made at a time when no Default shall have occurred and be continuing and (ii) in no event shall the aggregate Commitments hereunder exceed $925,000,000, minus the aggregate amount of any increases in the "Commitments" under (and as defined in) the DECO Credit Agreement and the MichCon Credit Agreement pursuant to Section 2.04(c) of each thereof. In the event of such a requested increase in the Commitments, any Lender or other financial institution which the Borrower and the Agent invite to become a Lender or to increase its Commitment may set the amount of its Commitment at a level agreed to by the Borrower, the Agent and the LC Issuers. In the event that the Borrower and one or more of the Lenders (or other financial institutions) shall agree upon such an increase in the Commitments (i) the Borrower, the Agent, the LC Issuers and each Lender or other financial institution increasing its Commitment or extending a new Commitment shall enter into a supplement to this Agreement (each, a "Lender Supplement") substantially in the form of Exhibit G setting forth, among other things, the amount of the increased Commitment of such Lender or the new Commitment of such other financial institution, as applicable, and (ii) the Borrower shall furnish, if requested, new or amended restated Notes, as applicable, to each financial institution that is extending a new Commitment and each Lender that is increasing its Commitment. No such Lender Supplement shall require the approval or consent of any Lender whose Commitment is not being increased; provided, however, that the consent of each of the LC Issuers shall be required to such Lender Supplement (which consent may be given or withheld in the sole discretion of the LC Issuers). Upon the execution and delivery of such Lender Supplements as provided above and the occurrence of the "Effective Date" specified therein, and upon satisfaction of such other conditions as the Agent may reasonably specify upon the request of the LC Issuers, the financial institutions that are extending new Commitments and the Lenders that are increasing their Commitments (including, without limitation, the Agent administering the reallocation of the Aggregate Outstanding Credit Exposures ratably among the Lenders after giving effect to each such increase in the Commitments, and the delivery of certificates, evidence of corporate authority and legal opinions on behalf of the Borrower), this Agreement shall be deemed to be amended accordingly.

Termination or Reduction of the Commitments. (a) The Borrower Borrowers shall have the right, at any time and from time to time upon at least three five (5) Business Days’ prior written notice by Parent to the Administrative Agent, to terminate in whole or reduce ratably in part any of the Available Commitments, provided that (i) each partial reduction shall be in the aggregate amount of Commitments by $10,000,000 5,000,000.00 or an integral multiple of $5,000,000 1,000,000.00 in excess thereof and (iiprovided that in no event shall the Total Commitment be reduced in such manner to an amount less $150,000,000) or to 77 US_Active\120558968\V-3 US_ACTIVE\122519032\V-4 terminate entirely the Commitments, whereupon the Commitments of the Lenders shall be reduced pro rata in accordance with their respective Commitment Percentages of the amount specified in such notice or, as the case may be, terminated, any such termination or reduction to be without penalty except as otherwise set forth in Section 4.7; provided, however, that no such termination or reduction shall be made permitted if, after giving effect thereto, the sum of outstanding Real Estate Revolving Loans and the outstanding Real Estate Swing Loans and Letter of Credit Liabilities would exceed the Real Estate Revolving Loan Commitments of the Real Estate Revolving Loan Lenders as so terminated or reduced; and provided, further, however, that would reduce the aggregate Commitments to an amount less than the Outstanding Credits on the date of no such termination or reductionreduction shall be permitted if, after giving effect thereto, the sum of outstanding A/R Revolving Loans and the outstanding A/R Swing Loans would exceed the A/R Revolving Loan Commitments of the A/R Revolving Loan Lenders as so terminated or reduced. (b) Promptly after receiving any notice from Xxxxxx delivered pursuant to this Section 2.14, Administrative Agent will notify the Lenders of the substance thereof. Subject to the foregoing, any Any reduction of the A/R Revolving Loan Commitments to an amount below $500,000,000 or the Real Estate Revolving Loan Commitments shall also result in a proportionate reduction of the LC Commitment Amount (rounded to the extent next lowest integral multiple of such deficit (and if such reduction would cause the LC Commitment Amount to be less than the aggregate Fronting Commitments, with automatic reductions $100,000.00) in the amount of each Fronting Commitment ratably Swing Loan Commitment, and any reduction in proportion the Real Estate Revolving Loan Commitments shall also result in a proportionate reduction (rounded to the amount next lowest integral multiple of such reduction of the LC Commitment Amount unless, $100,000.00) in the case Letter of any LC Issuing Bank, such LC Issuing Bank consents otherwise)Credit Commitment. Each such notice of termination or reduction shall be irrevocable; provided, however, that a notice of termination delivered pursuant to this Section 2.08 may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to Upon the effective date specified in of any such reduction or termination, Borrowers shall pay to Administrative Agent for the notice respective accounts of termination) if such condition is not satisfied. (b) The Borrower may terminate the unused Lenders the full amount of any facility fee under Section 2.3 then accrued. No reduction or termination of the Commitment of any Lender that is a Defaulting Lender upon not less than three Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section 2.21(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any LC Issuing Bank or any Lender Commitments may have against such Defaulting Lender. (c) The Commitment of each Lender shall automatically terminate on the Termination Date applicable to such Lender as provided in Section 2.06. (d) Once terminated, a Commitment or any portion thereof may not be reinstated.

Termination or Reduction of the Commitments. (a) The Borrower Company shall have the right, upon at least three one Business Days’ Day’s notice to the Administrative Agent, to terminate in whole or permanently reduce ratably in part the Available Commitments, unused portions of Commitments of the Lenders under this Agreement; provided that (i) each partial reduction (x) shall be in the minimum aggregate amount of $10,000,000 or an integral multiple of $5,000,000 1,000,000 in excess thereof and (iiy) no such termination or reduction shall be made ratably among the Lenders in accordance with their Commitments; provided further, that would reduce the aggregate Commitments to an amount less than the Outstanding Credits on the date of such termination or reduction. Subject to the foregoing, any reduction of the Commitments to an amount below $500,000,000 shall also result in a reduction of the LC Commitment Amount to the extent of such deficit (and if such reduction would cause the LC Commitment Amount to be less than the aggregate Fronting Commitments, with automatic reductions in the amount of each Fronting Commitment ratably in proportion to the amount of such reduction of the LC Commitment Amount unless, in the case of any LC Issuing Bank, such LC Issuing Bank consents otherwise). Each such notice of termination or reduction shall by the Company may be irrevocable; provided, however, that a notice conditioned on the occurrence of termination delivered pursuant to this Section 2.08 may state that such notice is conditioned upon the effectiveness of other credit facilitiesany event, in which case such notice may be revoked by the Borrower Company (by notice delivered to the Administrative Agent on or prior to the effective date specified in of the notice of terminationproposed termination or reduction) if such condition is not satisfied. (b) The Borrower may terminate Company shall have the unused amount of the Commitment of right, at any Lender that is a Defaulting Lender time, upon not less than at least three Business Days’ prior notice to a Defaulting Lender (with a copy to the Administrative Agent (which shall promptly notify the Lenders thereofAgent), to terminate in whole such Defaulting Lender’s Commitment under this Section 2.05(b), provided the Company will pay all principal of, and interest accrued to the date of such payment on, Advances owing to such Defaulting Lender and pay any accrued commitment fee payable to such Defaulting Lender pursuant to Section 2.04(a) and all other amounts payable to such Defaulting Lender hereunder (including but not limited to any increased costs, additional interest or other amounts owing under Section 2.11, any indemnification for taxes under Section 2.14, and any compensation payments due as provided in Section 9.04(c); and upon such event payments, the provisions of Section 2.21(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account obligations of such Defaulting Lender under this Agreement (whether on account of principalhereunder shall, interestby the provisions hereof, feesbe released and discharged; provided, indemnity or other amounts); provided however, that (i) no Event of Default such Defaulting Lender’s rights under Sections 2.11, 2.14 and 9.04 and its obligations under Section 9.04 shall have occurred survive such release and be continuing, discharge as to matters occurring prior to such date and (ii) such termination shall not be deemed to be a waiver or release of any no claim that the Borrower, the Administrative Agent, any LC Issuing Bank or any Lender Company may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way, and the aggregate amount of the Commitments of the Lenders once reduced pursuant this Section 2.05(b) may not be reinstated; provided, further, however, that if pursuant to this Section 2.05(b), the Company shall pay to a Defaulting Lender any principal of, or interest accrued on, the Advances owing to such Defaulting Lender, then the Company shall pay or cause to be paid a ratable payment of principal and interest to all Lenders who are not Defaulting Lenders. (c) The Commitment of each Lender aggregate Commitments hereunder shall automatically terminate and be permanently reduced to zero at 5:00 p.m. (New York City time) on the Commitment Termination Date applicable Date, or if earlier, on the date specified in a written notice to such Lender as provided the Agent from the Company of its election to terminate the Commitments hereunder in full pursuant to Section 2.062.05(a) above. (d) Once terminated, a Commitment or any portion thereof may not be reinstated.

Termination or Reduction of the Commitments. (a) The Borrower shall have the right, upon at least three Business Days’ notice to the Administrative Agent, to terminate in whole or reduce ratably in part the Available Commitments, provided that (i) each partial reduction shall be in the aggregate amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof and (ii) no such termination or reduction shall be made that would reduce the aggregate Commitments to an amount less than the Outstanding Credits on the date of such termination or reduction. Subject to the foregoing, any reduction of the Commitments to an amount below $500,000,000 shall also result in a reduction of the LC Commitment Amount to the extent of such deficit (and if such reduction would cause the LC Commitment Amount to be less than the aggregate Fronting Commitments, with automatic reductions in the amount of each Fronting Commitment ratably in proportion to the amount of such reduction of the LC Commitment Amount unless, in the case of any LC Issuing Bank, such LC Issuing Bank consents otherwise). Each such notice of termination or reduction shall be irrevocable; providedpr ovided, however, that a notice of termination delivered pursuant to this Section 2.08 may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the effective date specified in the notice of termination) if such condition is not satisfied. (b) The Borrower may terminate the unused amount of the Commitment of any Lender that is a Defaulting Lender upon not less than three Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section 2.21(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any LC Issuing Bank or any Lender may have against such Defaulting Lender. (c) The Commitment of each Lender shall automatically terminate on the Termination Date applicable to such Lender as provided in Section 2.06. (d) Once terminated, a Commitment or any portion thereof may not be reinstated.

Termination or Reduction of the Commitments. (a) The Borrower shall have the right, upon at least three two (2) Business Days’ notice to the Administrative Agent, to terminate in whole or reduce ratably in part the Available Commitmentsunused portions of the Revolving Credit Commitments of the Lenders or the Letter of Credit Sub-Commitments of the Issuing Banks, provided that (i) each partial reduction shall be in the aggregate amount of $10,000,000 5,000,000 or an integral multiple of $5,000,000 1,000,000 in excess thereof and (ii) no thereof. In the event that the Letter of Credit Sub-Commitments at any time exceed the Revolving Credit Commitments, the Letter of Credit Sub-Commitments shall at such termination or reduction shall time automatically be made that would reduce the aggregate Commitments reduced to an amount less than the Outstanding Credits on the date of such termination or reduction. Subject to the foregoing, any reduction of the Commitments to an amount below $500,000,000 shall also result in a reduction of the LC Commitment Amount to the extent of such deficit (and if such reduction would cause the LC Commitment Amount to be less than the aggregate Fronting Commitments, with automatic reductions in the amount of each Fronting Commitment ratably in proportion equal to the amount of the Revolving Credit Commitments. The Administrative Agent shall give each Lender and each Issuing Bank prompt notice of any such reduction of the LC Commitment Amount unless, in Revolving Credit Commitments and/or the case Letter of any LC Issuing Bank, such LC Issuing Bank consents otherwise). Each such notice of termination or reduction shall be irrevocable; provided, however, that a notice of termination delivered pursuant to this Section 2.08 may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the effective date specified in the notice of termination) if such condition is not satisfiedCredit Sub-Commitments. (b) The Borrower may terminate the unused amount of the Unused Commitment of any Lender that is a Defaulting Lender, and terminate a Defaulting Lender as Issuing Bank upon not less than three (3) Business Days’ prior notice to the Administrative Agent (which shall will promptly notify the Lenders thereof), and in such event the provisions of Section 2.21(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principalprovided, interest, fees, indemnity or other amounts); provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any LC the Issuing Bank or any Lender may have against such Defaulting Lender, including without limitation in respect of any breach of such Defaulting Lender of its obligations under this Agreement prior to such termination. (c) The Commitment of each If any Lender shall automatically terminate on or Issuing Bank makes demand for any amounts under Section 2.12, or the Termination Date applicable Borrower becomes obligated to pay additional amounts to such Lender under Section 2.15, and such Lender is unable to designate a different Applicable Lending Office as provided in Section 2.06. 2.17(a), then the Borrower may (di) Once terminateddesignate another bank that is an Eligible Assignee to replace such Lender or Issuing Bank in accordance with, a and subject to the conditions and restrictions contained in, Section 2.17 or (ii) if there are no Letters of Credit and no Letter of Credit Advances then outstanding, (A) pay or prepay the aggregate principal amount of all Advances owing to such Lender, together with accrued interest thereon to the date of such prepayment, and all fees and other amounts due and payable to such Lender or Issuing Bank under any provision of this Agreement (including, but not limited to, any amounts owing under this Section 2.12 or Section 2.15 or 8.04(c)) as of the date of such payment or prepayment and (B) terminate in whole such Lender’s or Issuing Bank’s Commitment or any portion thereof may not Commitments (and if the total Letter of Credit Sub-Commitments of all remaining Issuing Banks would be reinstatedgreater than the total Revolving Credit Commitments of all remaining Lenders, reduce pro-rata the Letter of Credit Sub-Commitments of such remaining Issuing Banks to an aggregate amount equal to the total Revolving Credit Commitments of the remaining Lenders.

Termination or Reduction of the Commitments. (a) The Borrower Company shall have the right, upon at least three Business Days’ notice to the Administrative Agent, to terminate in whole or permanently reduce ratably in part the Available CommitmentsUnused Commitments or the Unissued Letter of Credit Commitments of the Lenders under any Facility, provided that (i) each partial reduction (x) shall be in the minimum aggregate amount of $10,000,000 or an integral multiple of $5,000,000 1,000,000 in excess thereof and (iiy) no such termination or reduction shall be made that would reduce ratably among the aggregate Appropriate Lenders in accordance with their Commitments with respect to an amount less than such Facility. (b) The Company shall have the Outstanding Credits on right, at any time, upon at least three Business Days’ notice to a Defaulting Lender (with a copy to the Agent), to terminate in whole such Defaulting Lender’s Commitment under this Section 2.05(b), the Borrowers will pay all principal of, and interest accrued to the date of such termination payment on, Advances owing to such Defaulting Lender and pay any accrued commitment fee payable to such Defaulting Lender pursuant to Section 2.04(a) and all other amounts payable to such Defaulting Lender hereunder (including but not limited to any increased costs, additional interest or reduction. Subject to the foregoingother amounts owing under Section 2.11, any reduction of indemnification for taxes under Section 2.14, and any compensation payments due as provided in Section 9.04(c); and upon such payments, the Commitments to an amount below $500,000,000 shall also result in a reduction of the LC Commitment Amount to the extent obligations of such deficit (Defaulting Lender hereunder shall, by the provisions hereof, be released and if such reduction would cause the LC Commitment Amount to be less than the aggregate Fronting Commitments, with automatic reductions in the amount of each Fronting Commitment ratably in proportion to the amount of such reduction of the LC Commitment Amount unless, in the case of any LC Issuing Bank, such LC Issuing Bank consents otherwise). Each such notice of termination or reduction shall be irrevocabledischarged; provided, however, that a notice of termination delivered pursuant to this Section 2.08 may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the effective date specified in the notice of termination) if such condition is not satisfied. (b) The Borrower may terminate the unused amount of the Commitment of any Lender that is a Defaulting Lender upon not less than three Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section 2.21(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (i) no Event of Default such Defaulting Lender’s rights under Sections 2.11, 2.14 and 9.04 and its obligations under Section 9.04 shall have occurred survive such release and be continuing, discharge as to matters occurring prior to such date and (ii) such termination shall not be deemed to be a waiver or release of any no claim that the Borrower, the Administrative Agent, any LC Issuing Bank or any Lender Borrowers may have against such Defaulting Lender arising out of such Defaulting Lender. (c’s default hereunder shall be released or impaired in any way, The aggregate amount of the Commitments of the Appropriate Lenders once reduced pursuant this Section 2.05(b) The Commitment of each Lender shall automatically terminate on the Termination Date applicable to such Lender as provided in Section 2.06. (d) Once terminated, a Commitment or any portion thereof may not be reinstated; provided, further, however, that if pursuant to this Section 2.05(b), the Borrowers shall pay to a Defaulting Lender any principal of, or interest accrued on, the Advances owing to such Defaulting Lender, then the Borrowers shall either (x) confirm to the Agent that the conditions set forth in Section 3.03(a) are met on and as of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Appropriate Lenders who are not Defaulting Lenders.

Termination or Reduction of the Commitments. (a) The Prior to the Closing Date, the Borrower shall have the right, upon at least three Business Days’ notice to the Administrative Agent, to terminate in whole or reduce ratably in part the Available CommitmentsCommitments of the Lenders, provided that (i) each partial reduction shall be in the aggregate amount of $10,000,000 or an integral multiple of $5,000,000 1,000,000 in excess thereof and (ii) no such termination or reduction shall be made that would reduce the aggregate Commitments to an amount less than the Outstanding Credits on the date of such termination or reduction. Subject to the foregoing, any reduction of the Commitments to an amount below $500,000,000 shall also result in a reduction of the LC Commitment Amount to the extent of such deficit (and if such reduction would cause the LC Commitment Amount to be less than the aggregate Fronting Commitments, with automatic reductions in the amount of each Fronting Commitment ratably in proportion to the amount of such reduction of the LC Commitment Amount unless, in the case of any LC Issuing Bank, such LC Issuing Bank consents otherwise). Each such notice of termination or reduction shall be irrevocable; provided, however, that a notice of termination delivered pursuant to this Section 2.08 may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the effective date specified in the notice of termination) if such condition is not satisfiedthereof. (b) The Borrower may All unused Commitments shall automatically terminate after the unused amount Advances are made on the Closing Date. In addition, the Commitments shall automatically terminate in the event that the Closing Date does not occur on or before the earlier of the Commitment of any Lender that is a Defaulting Lender upon not less than three Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section 2.21(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (i) no Event of Default 5:00 p.m., New York City time, on April 30, 2015 or such later date to which the End Date (as defined in the Merger Agreement) shall have occurred and be continuingbeen extended pursuant to the terms of the Merger Agreement as in effect on September 11, and 2014, but in any event not later than May 30, 2015 or (ii) such termination shall the date on which the Merger Agreement terminates or the Borrower publicly announces its intention not be deemed to be a waiver or release of any claim proceed with the Borrower, the Administrative Agent, any LC Issuing Bank or any Lender may have against such Defaulting LenderMerger. (c) The Commitment Upon the receipt prior to the Closing Date of each Lender Net Cash Proceeds of any Prepayment Event, the Commitments shall automatically terminate on be reduced in an aggregate amount equal to 100% of the Termination Date applicable Net Cash Proceeds of such Prepayment Event (but subject in all respect to the reinvestment rights set forth in the definition of “Net Cash Proceeds”). The Borrower shall notify the Agent of the occurrence of any Prepayment Event at least two Business Days prior to the consummation of such Lender as provided Prepayment Event and such notice shall be accompanied by a reasonably detailed calculation of the anticipated Net Cash Proceeds thereof. Promptly following receipt of such notice, the Agent shall advise the Lenders of the occurrence of the Prepayment Event and the anticipated Net Cash Proceeds thereof. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in Section 2.06accordance with their respective Commitments. (d) Once terminated, a Commitment or any portion thereof may not be reinstated.

Termination or Reduction of the Commitments. (a) The Borrower shall have the right, upon at least three two (2) Business Days’ notice to the Administrative Agent, to terminate in whole or reduce ratably in part the Available Commitmentsunused portions of the Revolving Credit Commitments or the Swing Line Sub-Commitments of the Lenders or the Letter of Credit Sub-Commitments of the Issuing Banks, provided that (i) each partial reduction shall be in the aggregate amount of $10,000,000 5,000,000 or an integral multiple of $5,000,000 1,000,000 in excess thereof and (ii) no thereof. In the event that the Letter of Credit Sub-Commitments or the Swing Line Sub-Commitments at any time exceed the Revolving Credit Commitments, the Letter of Credit Sub-Commitments or the Swing Line Sub-Commitments, as the case may be, shall at such termination or reduction shall time automatically be made that would reduce the aggregate Commitments reduced to an amount less than the Outstanding Credits on the date of such termination or reduction. Subject to the foregoing, any reduction of the Commitments to an amount below $500,000,000 shall also result in a reduction of the LC Commitment Amount to the extent of such deficit (and if such reduction would cause the LC Commitment Amount to be less than the aggregate Fronting Commitments, with automatic reductions in the amount of each Fronting Commitment ratably in proportion equal to the amount of the Revolving Credit Commitments. The Administrative Agent shall give each Lender and each Issuing Bank prompt notice of any such reduction of the LC Commitment Amount unlessRevolving Credit Commitments, in the case Swing Line Sub-Commitments and/or the Letter of any LC Issuing Bank, such LC Issuing Bank consents otherwise). Each such notice of termination or reduction shall be irrevocable; provided, however, that a notice of termination delivered pursuant to this Section 2.08 may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the effective date specified in the notice of termination) if such condition is not satisfiedCredit Sub-Commitments. (b) The Borrower may terminate the unused amount of the Unused Commitment of any Lender that is a Defaulting Lender, and terminate a Defaulting Lender as Swing Line Bank or Issuing Bank upon not less than three Business Days’ prior notice to the Administrative Agent (which shall will promptly notify the Lenders thereof), and in such event the provisions of Section 2.21(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principalprovided, interest, fees, indemnity or other amounts); provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any LC the Issuing Bank, the Swing Line Bank or any Lender may have against such Defaulting Lender, including without limitation in respect of any breach of such Defaulting Lender of its obligations under this Agreement prior to such termination. (c) The Commitment of each If any Lender shall automatically terminate on or Issuing Bank makes demand for any amounts under Section 2.12 or asserts a claim under Section 2.13, or the Termination Date applicable Borrower becomes obligated to pay additional amounts to such Lender under Section 2.15, and such Lender is unable to designate a different Applicable Lending Office as provided in Section 2.06. 2.17(a), then the Borrower may (di) Once terminateddesignate another bank that is an Eligible Assignee to replace such Lender or Issuing Bank in accordance with, a and subject to the conditions and restrictions contained in, Section 2.17 or (ii) if there are no Letters of Credit and no Letter of Credit Advances then outstanding, (A) pay or prepay the aggregate principal amount of all Advances owing to such Lender, together with accrued interest thereon to the date of such prepayment, and all fees and other amounts due and payable to such Lender or Issuing Bank under any provision of this Agreement (including, but not limited to, any amounts owing under this Section 2.12 or Section 2.15 or 8.04(c)) as of the date of such payment or prepayment and (B) terminate in whole such Lender’s or Issuing Bank’s Commitment or any portion thereof may not Commitments (and if the total Letter of Credit Sub-Commitments of all remaining Issuing Banks would be reinstatedgreater than the total Revolving Credit Commitments of all remaining Lenders, reduce pro-rata the Letter of Credit Sub-Commitments of such remaining Issuing Banks to an aggregate amount equal to the total Revolving Credit Commitments of the remaining Lenders.

Termination or Reduction of the Commitments. (a) The Borrower Company shall have the right, upon at least three two Business Days’ notice to the Administrative Agent, to terminate in whole or permanently reduce ratably in part the Available Commitments, Unused Commitments of the Lenders; provided that (i) each partial reduction (x) shall be in the minimum aggregate amount of $10,000,000 or an integral multiple of $5,000,000 1,000,000 in excess thereof and (iiy) no such termination or reduction shall be made ratably among the Lenders in accordance with their Commitments; provided further, that would reduce the aggregate Commitments subject to an amount less than the Outstanding Credits on the date of such termination or reduction. Subject to the foregoingSection 9.04(c), any reduction of the Commitments to an amount below $500,000,000 shall also result in a reduction of the LC Commitment Amount to the extent of such deficit (and if such reduction would cause the LC Commitment Amount to be less than the aggregate Fronting Commitments, with automatic reductions in the amount of each Fronting Commitment ratably in proportion to the amount of such reduction of the LC Commitment Amount unless, in the case of any LC Issuing Bank, such LC Issuing Bank consents otherwise). Each such notice of termination or reduction shall by the Company may be irrevocable; provided, however, that a notice conditioned on the occurrence of termination delivered pursuant to this Section 2.08 may state that such notice is conditioned upon the effectiveness of other credit facilitiesany event, in which case such notice may be revoked by the Borrower Company (by notice delivered to the Administrative Agent on or prior to the effective date specified in of the notice of terminationproposed termination or reduction) if such condition is not satisfied. (b) The Borrower may terminate Company shall have the unused amount of the Commitment of right, at any Lender that is a Defaulting Lender time, upon not less than at least three Business Days’ prior notice to a Defaulting Lender (with a copy to the Administrative Agent (which shall promptly notify the Lenders thereofAgent), to terminate in whole such Defaulting Lender’s Commitment under this Section 2.05(b), provided the Borrowers will pay all principal of, and interest accrued to the date of such payment on, Advances owing to such Defaulting Lender and pay any accrued commitment fee payable to such Defaulting Lender pursuant to Section 2.04(a) and all other amounts payable to such Defaulting Lender hereunder (including but not limited to any increased costs, additional interest or other amounts owing under Section 2.11, any indemnification for taxes under Section 2.14, and any compensation payments due as provided in Section 9.04(c); and upon such event payments, the provisions of Section 2.21(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account obligations of such Defaulting Lender under this Agreement (whether on account of principalhereunder shall, interestby the provisions hereof, feesbe released and discharged; provided, indemnity or other amounts); provided however, that (i) no Event of Default such Defaulting Lender’s rights under Sections 2.11, 2.14 and 9.04 and its obligations under Section 9.04 shall have occurred survive such release and be continuing, discharge as to matters occurring prior to such date and (ii) such termination shall not be deemed to be a waiver or release of any no claim that the Borrower, the Administrative Agent, any LC Issuing Bank or any Lender Borrowers may have against such Defaulting Lender arising out of such Defaulting Lender’s default hereunder shall be released or impaired in any way. The aggregate amount of the Commitments of the Lenders once reduced pursuant this Section 2.05(b) may not be reinstated; provided, further, however, that if pursuant to this Section 2.05(b), the Borrowers shall pay to a Defaulting Lender any principal of, or interest accrued on, the Advances owing to such Defaulting Lender, then the Borrowers shall either (x) confirm to the Agent that the conditions set forth in Section 3.03(a) are met on and as of such date of payment or (y) pay or cause to be paid a ratable payment of principal and interest to all Lenders who are not Defaulting Lenders. (c) The Commitment of each Lender Additional Commitments shall automatically terminate on the Additional Commitment Termination Date, unless the Additional Commitment Availability Date shall have occurred on or prior thereto. Any termination of the Additional Commitments pursuant to this Section 2.05(c) shall be permanent. The Company shall notify the Agent upon the termination of the Additional Commitments pursuant to this Section 2.05(c) and the Agent shall promptly notify each applicable to Lender upon receipt of such Lender as provided in Section 2.06notice. (d) Once terminated, a Commitment or any portion thereof may not be reinstated.

Termination or Reduction of the Commitments. (a) The Borrower shall have the right, upon at least three Business Days’ notice to the Administrative Agent, to terminate in whole or reduce ratably in part the Available Commitments, provided that (i) each partial reduction shall be in the aggregate amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof and (ii) no such termination or reduction shall be made that would reduce the aggregate Commitments to an amount less than the Outstanding Credits on the date of such termination or reduction. Subject to the foregoing, any reduction of the Commitments to an amount below $500,000,000 275,000,000 shall also result in a reduction of the LC Commitment Amount to the extent of such deficit (and if such reduction would cause the LC Commitment Amount to be less than the aggregate Fronting Commitments, with automatic reductions in the amount of each Fronting Commitment ratably in proportion to the amount of such reduction of the LC Commitment Amount unless, in the case of any LC Issuing Bank, such LC Issuing Bank consents otherwise). Each such notice of termination or reduction shall be irrevocable; provided, however, that a notice of termination delivered pursuant to this Section 2.08 may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the effective date specified in the notice of termination) if such condition is not satisfied. (b) The Borrower may terminate the unused amount of the Commitment of any Lender that is a Defaulting Lender upon not less than three Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section 2.21(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any LC Issuing Bank or any Lender may have against such Defaulting Lender. (c) The Commitment of each Lender shall automatically terminate on the Termination Date applicable to such Lender as provided in Section 2.06. (d) Once terminated, a Commitment or any portion thereof may not be reinstated.

Termination or Reduction of the Commitments. (a) The Borrower shall have the rightBorrowers may, upon at least three Business Days’ notice to the Administrative AgentAgent received no later than 11:00 A.M. (local time) on the third Business Day prior to the proposed termination date, to terminate in whole or reduce ratably in part the Available unused portions of any Swing Line Facility, any Letter of Credit Facility and any Unused Revolving Credit Commitments; provided, provided however, that (i) each partial reduction of a Tranche or Subfacility (A) shall be in the an aggregate amount of $10,000,000 the Revolving Credit Reduction Minimum or an integral multiple of $5,000,000 a Revolving Credit Reduction Multiple in excess thereof and (iiB) no such termination or reduction shall be made that would reduce ratably among the Lenders in accordance with their Commitments with respect to such Tranche or Subfacility and (ii) the aggregate amount of the Commitments of the U.S. Dollar Revolving Lenders shall not be reduced to an amount less than the Outstanding Credits on the date of such termination or reduction. Subject to the foregoing, any reduction of the Commitments to an amount below $500,000,000 shall also result in a reduction of the LC Commitment Amount to the extent of such deficit (and if such reduction would cause the LC Commitment Amount to be that is less than the aggregate Fronting Commitments, with automatic reductions in the principal amount of each Fronting the Competitive Bid Advances then outstanding. Once terminated, a Commitment ratably in proportion to the amount of such reduction of the LC Commitment Amount unless, in the case of any LC Issuing Bank, such LC Issuing Bank consents otherwise). Each such notice of termination or reduction shall may not be irrevocable; provided, however, that a notice of termination delivered pursuant to this Section 2.08 may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the effective date specified in the notice of termination) if such condition is not satisfiedreinstated. (ba) The Borrower may Borrowers may, if no Notice of Borrowing is then outstanding, terminate the unused amount of the Commitment of any Lender that is a Defaulting Lender upon not less than three Business Days’ prior notice to the Administrative Agent (which shall will promptly notify the Lenders thereof), and in such event the provisions of Section 2.21(a)(ii2.11(g) and Section 2.13(b) will apply to all amounts thereafter paid by the Borrower Borrowers for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); , provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall will not be deemed to be a waiver or release of any claim the BorrowerBorrowers, the Administrative Agent, any LC Issuing Bank Agent or any Lender may have against such Defaulting Lender. (cb) The Commitment Each Letter of Credit Facility shall be permanently reduced from time to time on the date of each Lender shall automatically terminate on reduction in the Termination Date applicable Tranche of which such Letter of Credit Facility is a Subfacility by the amount, if any, by which the amount of such Letter of Credit Facility exceeds the sum of all Revolving Credit Commitments related to such Lender as Tranche after giving effect to such reduction of such Tranche, provided in Section 2.06that no Letter of Credit Facility or Tranche with respect to which such Letter of Credit Facility is a Subfacility shall be reduced below an amount equal to the aggregate unused amount of all outstanding Letters of Credit under such Letter of Credit Facility at any time. (dc) Once terminatedEach Swing Line Facility shall be permanently reduced from time to time on the date of each reduction in the Tranche of which such Swing Line Facility is a Subfacility by the amount, a Commitment or any portion thereof may not be reinstatedif any, by which the amount of such Swing Line Facility exceeds the sum of all Revolving Credit Commitments related to such Tranche.

Termination or Reduction of the Commitments. (a) The Prior to the Closing Date, the Borrower shall have the right, upon at least three Business Days’ notice to the Administrative Agent, to terminate in whole or reduce ratably in part the Available CommitmentsCommitments of the Lenders, provided that (i) each partial reduction shall be in the aggregate amount of $10,000,000 or an integral multiple of $5,000,000 1,000,000 in excess thereof and (ii) no such termination or reduction shall be made that would reduce the aggregate Commitments to an amount less than the Outstanding Credits on the date of such termination or reduction. Subject to the foregoing, any reduction of the Commitments to an amount below $500,000,000 shall also result in a reduction of the LC Commitment Amount to the extent of such deficit (and if such reduction would cause the LC Commitment Amount to be less than the aggregate Fronting Commitments, with automatic reductions in the amount of each Fronting Commitment ratably in proportion to the amount of such reduction of the LC Commitment Amount unless, in the case of any LC Issuing Bank, such LC Issuing Bank consents otherwise). Each such notice of termination or reduction shall be irrevocable; provided, however, that a notice of termination delivered pursuant to this Section 2.08 may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the effective date specified in the notice of termination) if such condition is not satisfiedthereof. (b) The Borrower may All unused Commitments shall automatically terminate after the unused amount Advances are made on the Closing Date. In addition, the Commitments shall automatically terminate in the event that the Closing Date does not occur on or before the earlier of the Commitment of any Lender that is a Defaulting Lender upon not less than three Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section 2.21(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (i) no Event of Default shall have occurred and be continuing5:00 p.m., and New York City time, on October 31, 2012 or (ii) such termination shall the date on which the Merger Agreement terminates or the Borrower publicly announces its intention not be deemed to be a waiver or release of any claim proceed with the Borrower, the Administrative Agent, any LC Issuing Bank or any Lender may have against such Defaulting LenderMerger. (c) The Commitment Upon the receipt prior to the Closing Date of each Lender Net Cash Proceeds of any Prepayment Event, the Commitments shall automatically terminate on be reduced in an aggregate amount equal to 100% of the Termination Date applicable Net Cash Proceeds of such Prepayment Event (but subject in all respect to the reinvestment rights set forth in the definition of “Net Cash Proceeds”). The Borrower shall notify the Agent of the occurrence of any Prepayment Event at least two Business Days prior to the consummation of such Lender as provided Prepayment Event and such notice shall be accompanied by a reasonably detailed calculation of the anticipated Net Cash Proceeds thereof. Promptly following receipt of such notice, the Agent shall advise the Lenders of the occurrence of the Prepayment Event and the anticipated Net Cash Proceeds thereof. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in Section 2.06accordance with their respective Commitments. (d) Once terminated, a Commitment or any portion thereof may not be reinstated.

Termination or Reduction of the Commitments. (a) The Borrower shall have the right, upon at least three Business Days’ notice to the Administrative Agent, to terminate in whole or reduce ratably in part the Available Commitments, provided that (i) each partial reduction shall be in the aggregate amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof and (ii) no such termination or reduction shall be made that would reduce the aggregate Commitments to an amount less than the Outstanding Credits on the date of such termination or reduction. Subject to the foregoing, any reduction of the Commitments to an amount below $500,000,000 shall also result in a reduction of the LC Commitment Amount to the extent of such deficit (and if such reduction would cause the LC Commitment Amount to be less than the aggregate Fronting Commitments, with automatic reductions in the amount of each Fronting Commitment ratably in proportion to the amount of such reduction of the LC Commitment Amount unless, in the case of any LC Issuing Bank, such LC Issuing Bank consents otherwise). Each such notice of termination or reduction shall be irrevocable; provided, however, that a notice of termination delivered pursuant to this Section 2.08 may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the effective date specified in the notice of termination) if such condition is not satisfied. (b) The Borrower may terminate the unused amount of the Commitment of any Lender that is a Defaulting Lender upon not less than three Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section 2.21(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any LC Issuing Bank Bank, the Swingline Lender or any Lender may have against such Defaulting Lender. (c) The Commitment of each Lender shall automatically terminate on the Termination Date applicable to such Lender as provided in Section 2.06. (d) Once terminated, a Commitment or any portion thereof may not be reinstated.

Termination or Reduction of the Commitments. (a) The Borrower shall have the rightAccount Party may, upon at least three Business Days’ ' notice to the Administrative AgentAgent (which shall promptly distribute copies thereof to the Participating Banks), to terminate in whole or reduce ratably in part the Available unused portions of the Commitments, provided ; PROVIDED that (i) each any such partial reduction shall be in the aggregate amount of $10,000,000 5,000,000 or an integral multiple of $5,000,000 1,000,000 in excess thereof thereof; and PROVIDED, FURTHER, that the Commitments shall in no event be reduced pursuant to this subsection (iia) no such termination or reduction shall be made that would reduce the aggregate Commitments to an amount less than the Outstanding Credits on the date of such termination or reduction. Subject to the foregoing, any reduction of the Commitments to an amount below $500,000,000 shall also result in a reduction of the LC Commitment Amount to the extent of such deficit (and if such reduction would cause the LC Commitment Amount to be which is less than the aggregate Fronting Commitments, with automatic reductions in the amount Available Amount of each Fronting Commitment ratably in proportion to the amount all Letters of such reduction of the LC Commitment Amount unless, in the case of any LC Issuing Bank, such LC Issuing Bank consents otherwise). Each such notice of termination or reduction shall be irrevocable; provided, however, that a notice of termination delivered pursuant to this Section 2.08 may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the effective date specified in the notice of termination) if such condition is not satisfiedCredit then outstanding. (b) The Borrower may terminate In the unused amount event that the Account Party or any of its Subsidiaries shall at any time, or from time to time, receive any Net Cash Proceeds of any Asset Disposition, the Commitments of the Commitment of Participating Banks shall, unless the Required Banks otherwise agree, be ratably reduced by such amounts and at such times as may be required to avoid any Lender requirement that is a Defaulting Lender upon not less than three Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section 2.21(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account or any portion of such Defaulting Lender under this Agreement Net Cash Proceeds be applied to repay, prepay, repurchase or defease any Subordinated Debt (whether on after taking into account of principal, interest, fees, indemnity or other amounts); provided that (i) no Event of Default shall have occurred and be continuing, any reductions in the "Commitments" under the Existing Credit Facility and (ii) the application of such termination Net Cash Proceeds to repay any other Debt (other than Subordinated Debt) of the Account Party or its Subsidiaries), PROVIDED that any such reduction that requires the deposit of cash collateral or the delivery of a standby letter of credit pursuant to Section 2.15(c) shall not be deemed take effect until such cash collateral is deposited or such letter of credit is delivered (as the case may be) pursuant to be a waiver or release of any claim the Borrower, the Administrative Agent, any LC Issuing Bank or any Lender may have against such Defaulting LenderSection 2.15(c). (c) The Commitment of each Lender Commitments shall automatically terminate on the Termination Date applicable to Date, and any Reimbursement Obligations then outstanding (together with accrued interest thereon) shall be due and payable on such Lender as provided in Section 2.06date. (d) Once terminated, a Commitment or any portion thereof may not be reinstated.

Termination or Reduction of the Commitments. (a) The Borrower shall have the rightBorrowers may, upon at least three Business Days’ notice to the Administrative AgentAgent received no later than 11:00 A.M. (local time) on the third Business Day prior to the proposed termination date, to terminate in whole or reduce ratably in part the Available unused portions of any Swing Line Facility, any Letter of Credit Facility and any Unused Revolving Credit Commitments; provided, provided however, that (i) each partial reduction of a Tranche or Subfacility (A) shall be in the an aggregate amount of $10,000,000 the Revolving Credit Reduction Minimum or an integral multiple of $5,000,000 a Revolving Credit Reduction Multiple in excess thereof and (iiB) no such termination or reduction shall be made that would reduce ratably among the Lenders in accordance with their Commitments with respect to such Tranche or Subfacility and (ii) the aggregate amount of the Commitments of the U.S. Dollar Revolving Lenders shall not be reduced to an amount less than the Outstanding Credits on the date of such termination or reduction. Subject to the foregoing, any reduction of the Commitments to an amount below $500,000,000 shall also result in a reduction of the LC Commitment Amount to the extent of such deficit (and if such reduction would cause the LC Commitment Amount to be that is less than the aggregate Fronting Commitments, with automatic reductions in the principal amount of each Fronting the Competitive Bid Advances then outstanding. Once terminated, a Commitment ratably in proportion to the amount of such reduction of the LC Commitment Amount unless, in the case of any LC Issuing Bank, such LC Issuing Bank consents otherwise). Each such notice of termination or reduction shall may not be irrevocable; provided, however, that a notice of termination delivered pursuant to this Section 2.08 may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the effective date specified in the notice of termination) if such condition is not satisfiedreinstated. (b) The Borrower may Borrowers may, if no Notice of Borrowing is then outstanding, terminate the unused amount of the Commitment of any Lender that is a Defaulting Lender upon not less than three Business Days’ prior notice to the Administrative Agent (which shall Digital Realty – Credit Agreement will promptly notify the Lenders thereof), and in such event the provisions of Section 2.21(a)(ii2.11(g) and Section 2.13(b) will apply to all amounts thereafter paid by the Borrower Borrowers for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); , provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall will not be deemed to be a waiver or release of any claim the BorrowerBorrowers, the Administrative Agent, any LC Issuing Bank Agent or any Lender may have against such Defaulting Lender. (c) The Commitment Each Letter of Credit Facility shall be permanently reduced from time to time on the date of each Lender shall automatically terminate on reduction in the Termination Date applicable Tranche of which such Letter of Credit Facility is a Subfacility by the amount, if any, by which the amount of such Letter of Credit Facility exceeds the sum of all Revolving Credit Commitments related to such Lender as Tranche after giving effect to such reduction of such Tranche, provided in Section 2.06that a Letter of Credit Facility shall not be reduced below an amount equal to the aggregate unused amount of all outstanding Letters of Credit under such Letter of Credit Facility at any time. (d) Once terminatedEach Swing Line Facility shall be permanently reduced from time to time on the date of each reduction in the Tranche of which such Swing Line Facility is a Subfacility by the amount, a Commitment or if any, by which the amount of such Swing Line Facility exceeds the sum of all Revolving Credit Commitments related to such Tranche and if, after giving effect to any portion thereof may not reduction of the Swing Line Facility, the Canadian Dollar Swing Line Sublimit exceeds the amount of the Swing Line Facility, the Canadian Dollar Swing Line Sublimit shall be reinstatedautomatically reduced by the amount of such excess.

Termination or Reduction of the Commitments. (a) The Borrower shall have the right, upon at least three Business Days’ notice to the Administrative Agent, to terminate in whole or reduce ratably in part the Available Commitments, provided that (i) each partial reduction shall be in the aggregate amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof and (ii) no such termination or reduction shall be made that would reduce the aggregate Commitments to an amount less than the Outstanding Credits on the date of such termination or reduction. Subject to the foregoing, any reduction of the Commitments to an amount below $500,000,000 75,000,000 shall also result in a reduction of the LC Commitment Amount to the extent of such deficit (and if such reduction would cause the LC Commitment Amount to be less than the aggregate Fronting Commitments, with automatic reductions in the amount of each Fronting Commitment ratably in proportion to the amount of such reduction of the LC Commitment Amount unless, in the case of any LC Issuing Bank, such LC Issuing Bank consents otherwise). Each such notice of termination or reduction shall be irrevocable; provided, however, that a notice of termination delivered pursuant to this Section 2.08 may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the effective date specified in the notice of termination) if such condition is not satisfied. (b) The Borrower may terminate the unused amount of the Commitment of any Lender that is a Defaulting Lender upon not less than three Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section 2.21(a)(ii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any LC Issuing Bank Bank, the Swingline Lender or any Lender may have against such Defaulting Lender. (c) The Commitment of each Lender shall automatically terminate on the Termination Date applicable to such Lender as provided in Section 2.06. (d) Once terminated, a Commitment or any portion thereof may not be reinstated.