Common use of Optional Reductions Clause in Contracts

Optional Reductions. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice delivered by the Borrower pursuant to this Section 2.06(a) shall be irrevocable; provided that a notice of termination of the Aggregate Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable Percentage.

Optional Reductions. The Borrower Borrowers may, upon notice from the Borrower Representative to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit and/or the Swing Line Sublimit or from time to time (i) permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations, (ii) permanently reduce the Letter of Credit Sublimit to an amount not less than the Outstanding Amount of the L/C Obligations, (iii) permanently reduce the Alternative Currency Sublimit to an amount not less than the Outstanding Amount of the Revolving Loans denominated in Alternative Currencies and/or (iv) permanently reduce the Swing Line Sublimit to an amount not less than the Outstanding Amount of the Swing Line Loans; provided that (ix) any such notice shall be received by the Administrative Agent not later than 12:00 noon three five (35) Business Days prior to the date of termination or reduction, (iiy) any such partial reduction of the Aggregate Revolving Commitments shall be in an aggregate amount of $2,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof and any such partial reduction of the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swing Line Sublimit shall be in an aggregate amount of $1,000,000 or any whole multiple of $100,000 in excess thereof and (iiiz) the Borrower Borrowers shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Revolving Loans denominated in Alternative Currencies would exceed the Alternative Currency Sublimit or (CD) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice delivered by the Borrower pursuant to this Section 2.06(a) shall be irrevocable; provided that a notice of termination of the Aggregate Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable Percentage.

Optional Reductions. The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three 9:00 a.m. five (35) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed reduction of the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such sublimit shall be automatically reduced by the amount of such excess and (iv) if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice delivered by the Borrower pursuant to this Section 2.06(a) shall be irrevocable; provided that a notice of termination reduction of the Aggregate Revolving Commitments delivered Commitments, the Alternative Currency Sublimit exceeds the amount of the Aggregate Revolving Commitments, such sublimit shall be automatically reduced by the Borrower may state that amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments pursuant Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to this Section 2.06 shall be permanentthe Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Company. Each Any reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made applied to the Revolving Commitments Commitment of each Lender according to its Pro Rata Share. All fees accrued with respect thereto until the effective date of any termination of the Lenders in accordance with their Applicable PercentageAggregate Revolving Commitments shall be paid on the effective date of such termination.

Optional Reductions. The Borrower Company may, upon notice to the Administrative Agent, (x) terminate the Aggregate Revolving A Commitments, or from time to time permanently reduce the Aggregate Revolving A Commitments to an amount not less than the Outstanding Amount of Revolving A Loans, Swing Line Loans and L/C ObligationsObligations and/or (y) terminate the Aggregate Revolving B Commitments, or from time to time permanently reduce the Aggregate Revolving B Commitments to an amount not less than the Outstanding Amount of Revolving B Loans and Dutch Swing Line Loans; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three five (35) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower Company shall not terminate or reduce (A) the Aggregate Revolving A Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving A Outstandings would exceed the Aggregate Revolving A Commitments, (B) the Aggregate Revolving B Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving B Outstandings would exceed the Aggregate Revolving B Commitments, (C) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (CD) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice delivered by , (E) the Borrower pursuant Dutch Swing Line Sublimit if, after giving effect thereto and to this Section 2.06(aany concurrent prepayments hereunder, the Outstanding Amount of Dutch Swing Line Loans would exceed the Dutch Swing Line Sublimit or (F) shall be irrevocable; provided that a notice the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of termination of all Revolving A Loans denominated in Alternative Currencies would exceed the Aggregate Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture), Alternative Currency Sublimit then in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable Percentageeffect.

Optional Reductions. The Borrower Borrowers may, upon notice from the Borrower Representative to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit and/or the Swing Line Sublimit or from time to time (i) permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations, (ii) permanently reduce the Letter of Credit Sublimit to an amount not less than the Outstanding Amount of the L/C Obligations and/or (iii) permanently reduce the Swing Line Sublimit to an amount not less than the Outstanding Amount of the Swing Line Loans; provided that (ix) any such notice shall be received by the Administrative Agent not later than 12:00 noon three five (35) Business Days prior to the date of termination or reduction, (iiy) any such partial reduction of the Aggregate Revolving Commitments shall be in an aggregate amount of $2,000,000 5,000,000 or any whole multiple of $100,000 in excess thereof and any such partial reduction of the Letter of Credit Sublimit or the Swing Line Sublimit shall be in an aggregate amount of $1,000,000 or any whole multiple of $100,000 in excess thereof and (iiiz) the Borrower Borrowers shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice delivered by the Borrower pursuant to this Section 2.06(a) shall be irrevocable; provided that a notice of termination of the Aggregate Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable Percentage.

Optional Reductions. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments or the Aggregate Delayed Draw Term Loan Commitments, or from time to time permanently reduce (i) the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations, or (ii) the Aggregate Delayed Draw Term Loan Commitments; provided that provided, that, (iA) any such notice shall be received by the Administrative Agent not later than 12:00 noon p.m. (noon) three (3) Business Days prior to the date of termination or reduction, (iiB) any such partial reduction shall be in an aggregate amount of Two Million Dollars ($2,000,000 2,000,000), or in any whole multiple of One Million Dollars ($1,000,000 1,000,000) in excess thereof thereof, and (iiiC) the Borrower shall not terminate or reduce (AI) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (BII) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (CIII) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each Any such notice delivered by the Borrower pursuant to this Section 2.06(a) shall be irrevocable; provided that a notice of termination of the Aggregate Revolving Commitments delivered by the Borrower may state that such notice it is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture)transactions, in which case case, such notice may be revoked or its effectiveness deferred by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable Percentage.

Optional Reductions. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Domestic Revolving Commitments and/or the Aggregate Euro Revolving Commitments, or from time to time permanently reduce the Aggregate Domestic Revolving Commitments and/or the Aggregate Euro Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three five (35) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings plus the Alternative Currency Reserve would exceed the Maximum Permitted Revolving Outstandings, (B) the Aggregate Domestic Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Domestic Revolving Outstandings would exceed the Aggregate Domestic Revolving Commitments, (BC) the Aggregate Euro Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Euro Revolving Outstandings would exceed the Aggregate Euro Revolving Commitments, (D) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (CE) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice delivered by the Borrower pursuant Sublimit and (iv) if, after giving effect to this Section 2.06(a) shall be irrevocable; provided that a notice of termination of the Aggregate Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or any reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Maximum Permitted Revolving Outstandings, such Sublimit shall be permanent. Each reduction automatically reduced by the amount of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable Percentagesuch excess.

Optional Reductions. The Borrower Company may, upon notice to the Administrative Agent, (i) terminate the Aggregate Revolving A Commitments and/or the Aggregate Revolving B Commitments, or (ii) from time to time permanently reduce the Aggregate Revolving A Commitments to an amount not less than the Outstanding Amount of Revolving A Loans, Swing Line Loans and L/C ObligationsObligations or (iii) from time to time permanently reduce the Aggregate Revolving B Commitments to an amount not less than the Outstanding Amount of Revolving B Loans; provided that (iA) any such notice shall be received by the Administrative Agent not later than 12:00 noon three five (35) Business Days prior to the date of termination or reduction, (iiB) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof and (iiiC) the Borrower Company shall not terminate or reduce (A1) the Aggregate Revolving A Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving A Outstandings would exceed the Aggregate Revolving A Commitments, (B2) the Aggregate Revolving B Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving B Outstandings would exceed the Aggregate Revolving B Commitments, (3) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C4) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice delivered by , (5) the Borrower pursuant Alternative Currency Sublimit if, after giving effect thereto and to this Section 2.06(aany concurrent prepayments hereunder, the Outstanding Amount of Loans denominated in Alternative Currencies would exceed the Alternative Currency Sublimit, (6) shall be irrevocable; provided that a notice the Domestic Swing Line Loan Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of termination Domestic Swing Line Loans would exceed the Domestic Swing Line Loan Sublimit or (7) the Foreign Swing Line Loan Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Foreign Swing Line Loans would exceed the Aggregate Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable PercentageForeign Swing Line Loan Sublimit.

Optional Reductions. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving Commitments to an amount not less than Commitments, the Outstanding Amount Letter of Revolving LoansCredit Sublimit, the Alternative Currency Sublimit or the Swing Line Loans and L/C ObligationsSublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three (3) 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 5 million or any whole multiple of $1,000,000 1 million in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit or the Alternative Currency Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or the Alternative Currency Sublimit, respectively, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each The Administrative Agent will promptly notify the Lenders of any such notice delivered by of termination or reduction of the Borrower pursuant to Letter of Credit Sublimit, the Alternative Currency Sublimit or the Aggregate Revolving Commitments under this Section 2.06(a) 2.06. Upon any reduction of the Aggregate Revolving Commitments, Revolving Commitment of each Revolving Lender shall be irrevocable; provided that a notice reduced by such Lender’s Applicable Percentage of such reduction. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Aggregate Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction paid on the effective date of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable Percentagesuch termination.

Optional Reductions. The Borrower Borrowers may, upon notice to the Administrative applicable Agent, terminate the Aggregate Designated Borrower Revolving Commitments, the Aggregate Domestic Revolving Commitments, the Aggregate Multi Currency Revolving Commitments or the Aggregate Canadian Revolving Commitments or from time to time (w) PRA may permanently reduce the Aggregate Domestic Revolving Commitments to an amount not less than the Outstanding Amount of Domestic Revolving Loans, Swing Line Loans and L/C Obligations, (x) the Canadian Borrower may permanently reduce the Canadian Revolving Commitments to an amount not less than the Outstanding Amount of Canadian Revolving Loans, (y) PRA may permanently reduce the Multi Currency Revolving Commitments to an amount not less than the Outstanding Amount of Multi Currency Revolving Loans or (z) the Designated Borrower may permanently reduce the Designated Borrower Revolving Commitments to an amount not less than the Outstanding Amount of Designated Borrower Revolving Loans; provided that (i) any such notice shall be received by the Administrative applicable Agent not later than 12:00 noon three five (35) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower Borrowers shall not terminate or reduce (A) the Aggregate Domestic Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Domestic Revolving Outstandings would exceed the Aggregate Domestic Revolving Commitments, (B) the Aggregate Canadian Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Canadian Revolving Outstandings would exceed the Aggregate Canadian Revolving Commitments, (C) the Aggregate Multi Currency Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Multi Currency Revolving Outstandings would exceed the Aggregate Multi Currency Revolving Commitments, (D) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (CE) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice delivered by , or (F) the Designated Borrower pursuant Revolving Commitments if, after giving effect thereto and to this Section 2.06(aany concurrent prepayments hereunder, the Outstanding Amount of Designated Borrower Revolving Loans would exceed the Designated Borrower Revolving Commitments and (iv) shall be irrevocable; provided that a any such notice of optional commitment termination of the Aggregate Revolving Commitments delivered by the Borrower or optional commitment reduction may state that such notice is be conditioned upon the effectiveness happening or occurrence of other credit facilities (includinga specified event, without limitationthe proceeds of which are intended to be used to refinance such commitments, credit facilities evidenced by a credit agreement and thereafter revoked in the event that such specified event does not occur, or an indenture), in which case such notice may be revoked by modified to extend the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any proposed termination or reduction of date, by no more than five (5) Business Days (or such longer postponement as reasonably agreed by the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable Percentageapplicable Agent).

Optional Reductions. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving Commitments to an amount not less than Commitments, the Outstanding Amount Letter of Revolving Loans, Credit Sublimit or the Swing Line Loans and L/C ObligationsSublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three (3) 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 5 million or any whole multiple of $1,000,000 1 million in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, Sublimit or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each The Administrative Agent will promptly notify the Lenders of any such notice delivered by of termination or reduction of the Borrower pursuant to Letter of Credit Sublimit or the Aggregate Revolving Commitments under this Section 2.06(a) 2.06. Upon any reduction of the Aggregate Revolving Commitments, Revolving Commitment of each Revolving Lender shall be irrevocable; provided that a notice reduced by such Lender’s Applicable Percentage of such reduction. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Aggregate Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction paid on the effective date of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable Percentagesuch termination.

Optional Reductions. The Borrower Company may, upon notice to the Administrative Agent, (i) terminate the Aggregate Revolving A Commitments and/or the Aggregate Revolving B Commitments, or (ii) from time to time permanently reduce the Aggregate Revolving A Commitments to an amount not less than the Outstanding Amount of Revolving A Loans, Domestic Swing Line Loans and L/C Obligations, and (iii) from time to time permanently reduce the Aggregate Revolving B Commitments to an amount not less than the Outstanding Amount of Revolving B Loans and Foreign Swing Line Loans; provided that (iA) any such notice shall be received by the Administrative Agent not later than 12:00 noon three five (35) Business Days prior to the date of termination or reduction, (iiB) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof and (iiiC) the Borrower Company shall not terminate or reduce (A1) the Aggregate Revolving A Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving A Outstandings would exceed the Aggregate Revolving A Commitments, (B2) the Aggregate Revolving B Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving B Outstandings would exceed the Aggregate Revolving B Commitments, (3) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C4) the Domestic Swing Line Loan Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Domestic Swing Line Loans would exceed the Domestic Swing Line Loan Sublimit. Each notice delivered by , (5) the Borrower pursuant Foreign Swing Line Loan Dollar Sublimit if, after giving effect thereto and to this Section 2.06(aany concurrent prepayments hereunder, the Outstanding Amount of Foreign Swing Line Loans denominated in Dollars would exceed the Foreign Swing Line Loan Dollar Sublimit, or (6) shall be irrevocable; provided that a notice the Foreign Swing Line Loan Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of termination of Foreign Swing Line Loans denominated in Euros or Sterling would exceed the Aggregate Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable PercentageForeign Swing Line Loan Alternative Currency Sublimit.

Optional Reductions. The Borrower Borrowers may, upon notice to the Administrative applicable Agent, terminate the Aggregate Designated Borrower Revolving Commitments, the Aggregate Domestic Revolving A Commitments or the Aggregate Canadian Revolving Commitments or from time to time (x) PRA may permanently reduce the Aggregate Domestic Revolving A Commitments to an amount not less than the Outstanding Amount of Domestic Revolving A Loans, Swing Line Loans and L/C Obligations, (y) the Canadian Borrower may permanently reduce the Canadian Revolving Commitments to an amount not less than the Outstanding Amount of Canadian Revolving Loans or (z) the Designated Borrower may permanently reduce the Designated Borrower Revolving Commitments to an amount not less than the Outstanding Amount of Designated Borrower Revolving Loans, Swing Line Loans and L/C Obligations; provided that (i) any such notice shall be received by the Administrative applicable Agent not later than 12:00 noon three five (35) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower Borrowers shall not terminate or reduce (A) the Aggregate Domestic Revolving A Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Domestic Revolving A Outstandings would exceed the Aggregate Domestic Revolving A Commitments, (B) the Aggregate Canadian Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Canadian Revolving Outstandings would exceed the Aggregate Canadian Revolving Commitments, (BC) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (CD) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice delivered by , or (E) the Designated Borrower pursuant Revolving Commitments if, after giving effect thereto and to this Section 2.06(aany concurrent prepayments hereunder, the Outstanding Amount of Designated Borrower Revolving Loans would exceed the Designated Borrower Revolving Commitments and (iv) shall be irrevocable; provided that a any such notice of optional commitment termination of the Aggregate Revolving Commitments delivered by the Borrower or optional commitment reduction may state that such notice is be conditioned upon the effectiveness happening or occurrence of other credit facilities (includinga specified event, without limitationthe proceeds of which are intended to be used to refinance such commitments, credit facilities evidenced by a credit agreement and thereafter revoked in the event that such specified event does not occur, or an indenture), in which case such notice may be revoked by modified to extend the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any proposed termination or reduction of date, by no more than five (5) Business Days (or such longer postponement as reasonably agreed by the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable Percentageapplicable Agent).

Optional Reductions. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments or the Aggregate Delayed Draw Term Loan Commitments, or from time to time permanently reduce (x) the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C ObligationsObligations or (y) the Aggregate Delayed Draw Term Loan Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each Any such notice delivered by the Borrower pursuant to this Section 2.06(a) shall be irrevocable; provided that a notice of termination of the Aggregate Revolving Commitments delivered by the Borrower may state that such notice it is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture)transactions, in which case such notice may be revoked or its effectiveness deferred by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable Percentage.

Optional Reductions. The Borrowers, or any Borrower mayindividually, shall have the right, at any time during the Availability Period, upon at least three (3) Business Days’ prior notice to the Administrative Agent, to terminate in whole or, upon same day notice, from time to time to permanently reduce, (i) ratably in part, the unused portion of the Aggregate Revolving Commitments, or from time to time permanently reduce (ii) the Borrower Sublimit of such Borrower, without ratably reducing the unused portion of the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving LoansCommitments; provided, Swing Line Loans and L/C Obligations; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three (3) Business Days prior to the date of termination or reductionthat, (iiA) any such each partial reduction shall be in an a minimum aggregate amount of Five Million Dollars ($2,000,000 or any whole 5,000,000), or, if greater, in an integral multiple of One Million Dollars ($1,000,000 1,000,000) in excess thereof thereof, with each such notice of termination or reduction being irrevocable, and (iiiB) the Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereundersuch reduction, the Total Revolving Outstandings would exceed Swing Line Sublimit or any Borrower Sublimit exceeds the amount of the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice delivered such sublimit shall be automatically reduced by the Borrower amount of such excess. Any Aggregate Revolving Commitment reduced or terminated pursuant to this Section 2.06(a2.05 may not be reinstated. Notwithstanding anything to the contrary in the foregoing or otherwise in this Agreement or any other Loan Document, (I) in the event that any Borrower other than Eversource, at any time during the Availability Period, (x) terminates its right to obtain Revolving Loans, and (y) has otherwise repaid all of its Obligations, then such Borrower (other than Eversource) shall no longer be, or be irrevocable; provided that deemed to be, a notice of termination “Borrower” hereunder, and (II) upon consummation of the Aggregate Revolving Commitments delivered by the AWC-CT Disposition and upon release of AWC-CT as a Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 10.12, AWC-CT shall be permanent. Each reduction of the Aggregate Revolving Commitments pursuant no longer be, or deemed to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable Percentagebe, a “Borrower” hereunder.

Optional Reductions. The Borrower Borrowers may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three five (35) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 1,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower Borrowers shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each Subject to satisfaction of the foregoing notice delivered by requirements, the Borrower pursuant to this Section 2.06(a) shall be irrevocable; provided that a notice anticipated date of termination of the Aggregate Revolving Commitments delivered by the Borrower may state that set forth in any such notice is of termination may be conditioned upon the substantially simultaneous effectiveness of other loan documentation governing a credit facility that refinances the credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable Percentageprovided hereunder.

Optional Reductions. The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Revolving A Commitments, the Aggregate Revolving B Commitments, the Term A-1 Loan Commitments and/or the Term A-2 Loan Commitments or from time to time permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligationssuch Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three (3) 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof thereof, and (iii) any such notice may be conditioned on the Borrower effectiveness of other financing arrangements or one or more other transactions. The Company shall not terminate or reduce (A) the Aggregate Revolving A Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving A Outstandings would exceed the Aggregate Revolving A Commitments, (B) . The Company shall not terminate or reduce the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit Aggregate Revolving B Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Outstanding Amount of Swing Line the Revolving B Loans would exceed the Swing Line Sublimit. Each notice delivered by the Borrower pursuant to this Section 2.06(a) shall be irrevocable; provided that a notice of termination of the Aggregate Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities (includingB Commitments. If, without limitation, credit facilities evidenced by a credit agreement or an indenture), in which case such notice may be revoked by the Borrower (by notice after giving effect to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or any reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction A Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit, the Designated Borrower Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments pursuant to this Section 2.06 A Commitments, such sublimit shall be made automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of Commitments. Any reduction of Commitments shall be applied to the Revolving Commitments applicable Commitment of each Lender of the Lenders in accordance with their applicable Class according to its Applicable Percentage. All fees accrued with respect thereto until the effective date of any termination of the Commitments shall be paid on the effective date of such termination.

Optional Reductions. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments or the Aggregate Delayed Draw Term Loan Commitments, or from time to time permanently reduce (xi) the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations, or (yii) the Aggregate Delayed Draw Term Loan Commitments; provided that provided, that, (iiA) any such notice shall be received by the Administrative Agent not later than 12:00 noon p.m. (noon) three (3) Business Days prior to the date of termination or reduction, (iiiiB) any such partial reduction shall be in an aggregate amount of Two Million Dollars ($2,000,000 2,000,000), or in any whole multiple of One Million Dollars ($1,000,000 1,000,000) in excess thereof thereof, and (iiiiiiC) the Borrower shall not terminate or reduce (AAI) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (BBII) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (CCIII) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each Any such notice delivered by the Borrower pursuant to this Section 2.06(a) shall be irrevocable; provided that a notice of termination of the Aggregate Revolving Commitments delivered by the Borrower may state that such notice it is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture)transactions, in which case case, such notice may be revoked or its effectiveness deferred by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable Percentage.

Optional Reductions. The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three 9:00 a.m. five (35) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed reduction of the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such sublimit shall be automatically reduced by the amount of such excess and (iv) if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice delivered by the Borrower pursuant to this Section 2.06(a) shall be irrevocable; provided that a notice of termination reduction of the Aggregate Revolving Commitments delivered Commitments, the Alternative Currency Sublimit exceeds the amount of the Aggregate Revolving Commitments, such sublimit shall be automatically reduced by the Borrower may state that amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments pursuant Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to this Section 2.06 shall be permanentthe Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Company. Each Any reduction of the Aggregate Revolving #89182136v12 Commitments pursuant to this Section 2.06 shall be made applied to the Revolving Commitments Commitment of each Lender according to its Pro Rata Share. All fees accrued with respect thereto until the effective date of any termination of the Lenders in accordance with their Applicable PercentageAggregate Revolving Commitments shall be paid on the effective date of such termination.

Optional Reductions. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Available Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice of termination shall specify such election to terminate and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. A notice delivered by the Borrower pursuant to this Section 2.06(a) shall be irrevocable; provided that a notice of termination of the Aggregate Revolving Commitments delivered by the Borrower 2.06 may state that such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture)the receipt of proceeds from the issuance of other Indebtedness, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable Percentage.

Optional Reductions. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving CommitmentsCommitments or the L/C Sublimit, as applicable, or from time to time permanently reduce the Aggregate Revolving Commitments to an amount not less than or the Outstanding Amount Letter of Revolving LoansCredit Sublimit, Swing Line Loans and L/C Obligationsas applicable; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three 11:00 a.m. five (35) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings Outstandings, as applicable, would exceed the Aggregate Revolving Commitments, Commitments and (Biv) the Letter of Credit Sublimit ifBorrower shall not terminate or reduce the L/C Sublimit, if after giving effect theretothereto and to any concurrent prepayments hereunder, the Outstanding Amount of aggregate outstanding L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line L/C Sublimit. Each notice delivered by The Administrative Agent will promptly notify the Borrower pursuant to this Section 2.06(a) shall be irrevocable; provided that a Lenders of any such notice of termination of the Aggregate Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanentor L/C Sublimit. Each Any reduction of the Aggregate Revolving Commitments pursuant shall be applied to the Revolving Commitment of each Lender according to its Applicable Percentage. Once reduced in accordance with this Section 2.06 2.06(a), the Revolving Commitments and L/C Sublimit may not be increased, as applicable. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be made to paid on the effective date of such termination. At no time shall the L/C Sublimit exceed the Revolving Commitments of the Lenders and any reduction of the Revolving Commitments of the Lenders shall result in accordance with their Applicable Percentagean automatic corresponding reduction of the L/C Sublimit without any action on the part of the Administrative Agent, the L/C Intermediary or any other Lender.

Optional Reductions. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice delivered by the Borrower pursuant to this Section 2.06(a2.06(a)(i) shall be irrevocable; provided that a notice of termination of the Aggregate Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable Percentage.

Optional Reductions. The Borrower Borrowers may, upon notice to the Administrative applicable Agent, terminate the Aggregate Designated Borrower Revolving Commitments, the Aggregate Domestic Revolving Commitments or the Aggregate Canadian Revolving Commitments or from time to time (w) PRA may permanently reduce the Aggregate Domestic Revolving Commitments to an amount not less than the Outstanding Amount of Domestic Revolving Loans, Swing Line Loans and L/C Obligations, (x) the Canadian Borrower may permanently reduce the Canadian Revolving Commitments to an amount not less than the Outstanding Amount of Canadian Revolving Loans, (y) [reserved] or (z) the Designated Borrower may permanently reduce the Designated Borrower Revolving Commitments to an amount not less than the Outstanding Amount of Designated Borrower Revolving Loans; provided that (i) any such notice shall be received by the Administrative applicable Agent not later than 12:00 noon three five (35) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower Borrowers shall not terminate or reduce (A) the Aggregate Domestic Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Domestic Revolving Outstandings would exceed the Aggregate Domestic Revolving Commitments, (B) the Aggregate Canadian Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Canadian Revolving Outstandings would exceed the Aggregate Canadian Revolving Commitments, (C) [reserved], (D) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (CE) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice delivered by , or (F) the Designated Borrower pursuant Revolving Commitments if, after giving effect thereto and to this Section 2.06(aany concurrent prepayments hereunder, the Outstanding Amount of Designated Borrower 13598911v3 Revolving Loans would exceed the Designated Borrower Revolving Commitments and (iv) shall be irrevocable; provided that a any such notice of optional commitment termination of the Aggregate Revolving Commitments delivered by the Borrower or optional commitment reduction may state that such notice is be conditioned upon the effectiveness happening or occurrence of other credit facilities (includinga specified event, without limitationthe proceeds of which are intended to be used to refinance such commitments, credit facilities evidenced by a credit agreement and thereafter revoked in the event that such specified event does not occur, or an indenture), in which case such notice may be revoked by modified to extend the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any proposed termination or reduction of date, by no more than five (5) Business Days (or such longer postponement as reasonably agreed by the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable Percentageapplicable Agent).

Optional Reductions. The Borrower Borrowers may, upon notice to the Administrative Agent, terminate the Aggregate Designated Borrower Revolving Commitments, the Aggregate Domestic Revolving Commitments or the Aggregate Canadian Revolving Commitments or from time to time (w) PRA may permanently reduce the Aggregate Domestic Revolving Commitments to an amount not less than the Outstanding Amount of Domestic Revolving Loans, Swing Line Loans and L/C Obligations, (x) the Canadian Borrower may permanently reduce the Canadian Revolving Commitments to an amount not less than the Outstanding Amount of Canadian Revolving Loans, (y) [reserved] or (z) the Designated Borrower may permanently reduce the Designated Borrower Revolving Commitments to an amount not less than the Outstanding Amount of Designated Borrower Revolving Loans; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three five (35) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower Borrowers shall not terminate or reduce (A) the Aggregate Domestic Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Domestic Revolving Outstandings would exceed the Aggregate Domestic Revolving Commitments, (B) the Aggregate Canadian Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Canadian Revolving Outstandings would exceed the Aggregate Canadian Revolving Commitments, (C) [reserved], (D) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (CE) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice delivered by , or (F) the Designated Borrower pursuant Revolving Commitments if, after giving effect thereto and to this Section 2.06(aany concurrent prepayments hereunder, the Outstanding Amount of Designated Borrower Revolving Loans would exceed the Designated Borrower Revolving Commitments and (iv) shall be irrevocable; provided that a any such notice of optional commitment termination of the Aggregate Revolving Commitments delivered by the Borrower or optional commitment reduction may state that such notice is be conditioned upon the effectiveness happening or occurrence of other credit facilities (includinga specified event, without limitationthe proceeds of which are intended to be used to refinance such commitments, credit facilities evidenced by a credit agreement and thereafter revoked in the event that such specified event does not occur, or an indenture), in which case such notice may be revoked by modified to extend the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any proposed termination or reduction of date, by no more than five (5) Business Days (or such longer postponement as reasonably agreed by the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable PercentageAdministrative Agent).

Optional Reductions. The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments and/or the Aggregate 364-Day Commitments, or from time to time (a) permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C ObligationsObligations and/or (b) permanently reduce the Aggregate 364-Day Commitments to an amount not less than the Outstanding Amount of 364-Day Loans; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three five (35) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed reduction of the Aggregate Revolving Commitments, (B) the Alternative Currency Sublimit, the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, exceeds the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice delivered by the Borrower pursuant to this Section 2.06(a) shall be irrevocable; provided that a notice of termination amount of the Aggregate Revolving Commitments delivered Commitments, such sublimit shall be automatically reduced by the Borrower may state that amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments pursuant or the Aggregate 364-Day Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to this Section 2.06 shall be permanentthe Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Company. Each Any reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 or the Aggregate 364-Day Commitments, as applicable, shall be made applied to the Revolving Commitments Commitment or the 364-Day Commitment, as applicable, of each Lender according to its Pro Rata Share. All fees accrued with respect thereto until the effective date of any termination of the Lenders in accordance with their Applicable PercentageAggregate Revolving Commitments or the Aggregate 364-Day Commitments, as applicable, shall be paid on the effective date of such termination.

Optional Reductions. The Parent Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations; provided that provided, that, (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Parent Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, hereunder the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice delivered by , (D) the Alternative Currency Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder the Outstanding Amount of Loans and L/C Obligations denominated in Alternative Currencies would exceed the Alternative Currency Sublimit or (E) the Foreign Borrower pursuant Sublimit if, after giving effect thereto and to this Section 2.06(a) shall be irrevocable; provided that a notice any concurrent prepayments hereunder the Outstanding Amount of termination Loans and L/C Obligations in favor of the Aggregate Revolving Commitments delivered by Foreign Borrowers would exceed the Foreign Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities Sublimit, (includingiv) if, without limitation, credit facilities evidenced by a credit agreement or an indenture), in which case such notice may be revoked by the Borrower (by notice after giving effect to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or any reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction Commitments, the Alternative Currency Sublimit, the Foreign Borrower Sublimit, the Letter of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable Percentage.Credit 64 CHAR1\1732710v2

Optional Reductions. The Borrower mayshall have the right, upon notice at all times and without the payment of a premium, to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate amount of the Revolving Commitments permanently in whole or in part by giving NCB-Agent notice (to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations; provided that (i) any such notice shall be received by the Administrative Agent given not later than 12:00 noon three of the Banking Day next preceding the effective date of the reduction and either to be given in writing or to be promptly confirmed in writing) of the aggregate amount by which the Revolving Commitments are to be reduced and the effective date of any such reduction, subject, however to the following: (a) No such reduction shall reduce any Bank's Revolving Commitment to a lesser amount than the sum of (1) the aggregate unpaid principal balance of that Bank's Revolving Loans comprised of LIBOR Loans outstanding at that time PLUS (2) the aggregate unpaid principal balance of any of that Bank's Revolving Loans comprised of LIBOR Loans to be obtained pursuant to any unfulfilled Credit Request under subsection 2C.02 PLUS (3) Business Days prior the aggregate undrawn balance of the Subject LCs then outstanding. (b) Each such reduction of the Revolving Commitments shall aggregate One Million Dollars ($1,000,000) or any multiple thereof. (c) Concurrently with each reduction Borrower shall make a principal payment on each Bank's Revolving Loans then outstanding in a principal amount equal to the date excess of termination or reduction(1) the sum of the aggregate outstanding principal balance of the Revolving Loans PLUS the aggregate undrawn balance of the Subject LCs then outstanding, over (ii2) any such partial reduction shall be in an the aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice delivered by the Borrower pursuant to this Section 2.06(a) shall be irrevocable; provided that a notice of termination of the Aggregate Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable Percentageas so reduced. Subsection 2D.08 and section 6C shall apply to each such prepayment.

Optional Reductions. The Borrower may, upon notice to the Administrative Agent, (i) terminate the Aggregate Revolving A Commitments, or from time to time permanently reduce the Aggregate Revolving A Commitments to an amount not less than the Outstanding Amount of Revolving A Loans, Swing Line Loans and L/C ObligationsObligations and/or (ii) terminate the Aggregate Revolving B Commitments, or from time to time permanently reduce the Aggregate Revolving B Commitments to an amount not less than the Outstanding Amount of Revolving B Loans; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (x) (A) the Aggregate Revolving A Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving A Outstandings would exceed the Available Aggregate Revolving A Commitments, (B) the Aggregate Revolving B Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving B Outstandings would exceed the Aggregate Revolving B Commitments, (BC) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (CCD) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice of termination shall specify such election to terminate and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. A notice delivered by the Borrower pursuant to this Section 2.06(a) shall be irrevocable; provided that a notice of termination of the Aggregate Revolving Commitments delivered by the Borrower 2.06 may state that such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture)the receipt of proceeds from the issuance of other Indebtedness, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable Percentage.

Optional Reductions. The Borrower Company may, upon notice to the Administrative Agent, (i) terminate the Aggregate Revolving A Commitments and/or the Aggregate Revolving B Commitments, or (ii) from time to time permanently reduce the Aggregate Revolving A Commitments to an amount not less than the Outstanding Amount of Revolving A Loans, Domestic Swing Line Loans and L/C Obligations, and (iii) from time to time permanently reduce the Aggregate Revolving B Commitments to an amount not less than the Outstanding Amount of Revolving B Loans and Foreign Swing Line Loans; provided that (iA) any such notice shall be received by the Administrative Agent not later than 12:00 noon three five (35) Business Days prior to the date of termination or reduction, (iiB) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof and (iiiC) the Borrower Company shall not terminate or reduce (A1) the Aggregate Revolving A Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving A Outstandings would exceed the Aggregate Revolving A Commitments, (B2) the Aggregate Revolving B Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving B Outstandings would exceed the Aggregate Revolving B Commitments, (3) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C4) the Domestic Swing Line Loan Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Domestic Swing Line Loans would exceed the Domestic Swing Line Loan Sublimit. Each notice delivered by , or (5) the Borrower pursuant Foreign Swing Line Loan Sublimit if, after giving effect thereto and to this Section 2.06(a) shall be irrevocable; provided that a notice any concurrent prepayments hereunder, the Outstanding Amount of termination of Foreign Swing Line Loans would exceed the Aggregate Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable PercentageForeign Swing Line Loan Sublimit.

Optional Reductions. The Borrower Company may, upon notice to the Administrative Agent, (i) terminate the Aggregate Revolving A Commitments, or the Aggregate Revolving B Commitments, the Aggregate Revolving C Commitments and/or the Aggregate Revolving D Commitments, (ii) from time to time permanently reduce the Aggregate Revolving A Commitments to an amount not less than the Outstanding Amount of Revolving A Loans, Domestic Swing Line Loans and L/C Obligations, (iii) from time to time permanently reduce the Aggregate Revolving B Commitments to an amount not less than the Outstanding Amount of Revolving B Loans and Foreign Swing Line Loans, (iv) from time to time permanently reduce the Aggregate Revolving C Commitments to an amount not less than the Outstanding Amount of Revolving C Loans, or (v) from time to time permanently reduce the Aggregate Revolving D Commitments to an amount not less than the Outstanding Amount of Revolving D Loans; provided that (iA) any such notice shall be received by the Administrative Agent not later than 12:00 noon three five (35) Business Days prior to the date of termination or reduction, (iiB) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof and (iiiC) the Borrower Company shall not terminate or reduce (A1) the Aggregate Revolving A Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving A Outstandings would exceed the Aggregate Revolving A Commitments, (B2) the Aggregate Revolving B Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving B Outstandings would exceed the Aggregate Revolving B Commitments, (3) the Aggregate Revolving C Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving C Outstandings would exceed the Aggregate Revolving C Commitments, (4) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C5) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice delivered by , (6) the Borrower pursuant Domestic Swing Line Loan Sublimit if, after giving effect thereto and to this Section 2.06(aany concurrent prepayments hereunder, the Outstanding Amount of Domestic Swing Line Loans would exceed the Domestic Swing Line Loan Sublimit, (7) shall be irrevocable; provided that a notice the Foreign Swing Line Loan Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of termination of Foreign Swing Line Loans would exceed the Foreign Swing Line Loan Sublimit, or (8) the Aggregate Revolving D Commitments delivered by if, after giving effect thereto and to any concurrent prepayments hereunder, the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of Total Revolving D Outstandings would exceed the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable PercentageD Commitments.

Optional Reductions. The Borrower may, upon notice to the Administrative Agent, (i) terminate the Aggregate Revolving A Commitments, or from time to time permanently reduce the Aggregate Revolving A Commitments to an amount not less than the Outstanding Amount of Revolving A Loans, Swing Line Loans and L/C ObligationsObligations and/or (ii) terminate the Aggregate Revolving B Commitments, or from time to time permanently reduce the Aggregate Revolving B Commitments to an amount not less than the Outstanding Amount of Revolving B Loans; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (x) (A) the Aggregate Revolving A Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving A Outstandings would exceed the Available Aggregate Revolving A Commitments, (B) the Aggregate Revolving B Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving B Outstandings would exceed the Aggregate Revolving B Commitments, (BC) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (CD) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice of termination shall specify such election to terminate and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. A notice delivered by the Borrower pursuant to this Section 2.06(a) shall be irrevocable; provided that a notice of termination of the Aggregate Revolving Commitments delivered by the Borrower 2.06 may state that such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture)the receipt of proceeds from the issuance of other Indebtedness, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable Percentage.

Optional Reductions. (i) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swingline Sublimit, or from time to time permanently reduce the Aggregate Revolving Commitments to an amount not less than Commitments, the Outstanding Amount Letter of Revolving Loans, Swing Line Loans and L/C ObligationsCredit Sublimit or the Swingline Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three 11:00 a.m. five (35) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (Biv) the Borrower shall not terminate or reduce the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line the L/C Obligations would exceed the Letter of Credit Sublimit, (v) the Borrower shall not terminate or reduce the Swingline Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Loans would exceed the Swing Line Sublimit. Each notice delivered Swingline Sublimit and (vi) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swingline Sublimit exceeds the amount of the Aggregate Revolving Commitments, such sublimit shall be automatically reduced by the Borrower pursuant to this Section 2.06(a) amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction. Any reduction of the Aggregate Revolving Commitments shall be irrevocable; provided that a notice applied to the Revolving Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments delivered by shall be paid on the effective date of such termination. (ii) The Borrower may state that such notice is conditioned may, upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, terminate the undrawn portion of the Term Loan Commitments, or from time to time permanently reduce the undrawn portion of the Term Loan Commitments; provided that (A) any such notice shall be received by the Administrative Agent on or not later than 11:00 a.m. five (5) Business Days prior to the specified effective date) if such condition is not satisfied. Any date of termination or reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 and (B) any such partial reduction shall be permanentin an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof. Each reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made Notwithstanding anything to the Revolving Commitments contrary contained herein, any notice of termination or reduction may be revocable (or conditional or extendable) in the Lenders event of a termination or reduction in accordance connection with their Applicable Percentagea transaction in the event that such transaction does not close.

Optional Reductions. The Borrower Company may, upon notice to the Administrative Agent, (i) terminate the Aggregate Revolving A Commitments, or the Aggregate Revolving B Commitments, the Aggregate Revolving C Commitments and/or the Aggregate Revolving D Commitments, (ii) from time to time permanently reduce the Aggregate Revolving A Commitments to an amount not less than the Outstanding Amount of Revolving A Loans, Domestic Swing Line Loans and L/C Obligations, (iii) from time to time permanently reduce the Aggregate Revolving B Commitments to an amount not less than the Outstanding Amount of Revolving B Loans and Foreign Swing Line Loans, (iv) from time to time permanently reduce the Aggregate Revolving C Commitments to an amount not less than the Outstanding Amount of Revolving C Loans, or (v) from time to time permanently reduce the Aggregate Revolving D Commitments to an amount not less than the Outstanding Amount of Revolving D Loans; provided that (iA) any such notice shall be received by the Administrative Agent not later than 12:00 noon three five (35) Business Days prior to the date of termination or reduction, (iiB) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof and (iiiC) the Borrower Company shall not terminate or reduce (A1) the Aggregate Revolving A Commitments if, after giving effect thereto and to any concurrent lxxxviii CHAR1\1792192v4 prepayments hereunder, the Total Revolving A Outstandings would exceed the Aggregate Revolving A Commitments, (2) the Aggregate Revolving B Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving B Outstandings would exceed the Aggregate Revolving B Commitments, (B3) the Aggregate Revolving C Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving C Outstandings would exceed the Aggregate Revolving C Commitments, (4) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C5) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice delivered by , (6) the Borrower pursuant Domestic Swing Line Loan Sublimit if, after giving effect thereto and to this Section 2.06(aany concurrent prepayments hereunder, the Outstanding Amount of Domestic Swing Line Loans would exceed the Domestic Swing Line Loan Sublimit, (7) shall be irrevocable; provided that a notice the Foreign Swing Line Loan Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of termination of Foreign Swing Line Loans would exceed the Foreign Swing Line Loan Sublimit, or (8) the Aggregate Revolving D Commitments delivered by if, after giving effect thereto and to any concurrent prepayments hereunder, the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of Total Revolving D Outstandings would exceed the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable PercentageD Commitments.

Optional Reductions. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice of termination shall specify such election to terminate and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. A notice delivered by the Borrower pursuant to this Section 2.06(a) shall be irrevocable; provided that a notice of termination of the Aggregate Revolving Commitments delivered by the Borrower 2.06 may state that such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture)the receipt of proceeds from the issuance of other Indebtedness, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable Percentage.

Optional Reductions. The Borrower Borrowers may, upon notice to the Administrative applicable Agent, terminate the Aggregate Designated Borrower Revolving Commitments, the Aggregate Domestic Revolving Commitments or the Aggregate Canadian Revolving Commitments or from time to time (w) PRA may permanently reduce the Aggregate Domestic Revolving Commitments to an amount not less than the Outstanding Amount of Domestic Revolving Loans, Swing Line Loans and L/C Obligations, (x) the Canadian Borrower may permanently reduce the Canadian Revolving Commitments to an amount not less than the Outstanding Amount of Canadian Revolving Loans, (y) [reserved] or (z) the Designated Borrower may permanently reduce the Designated Borrower Revolving Commitments to an amount not less than the Outstanding Amount of Designated Borrower Revolving Loans; provided that (i) any such notice shall be received by the Administrative applicable Agent not later than 12:00 noon three five (35) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower Borrowers shall not terminate or reduce (A) the Aggregate Domestic Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Domestic Revolving Outstandings would exceed the Aggregate Domestic Revolving Commitments, (B) the Aggregate Canadian Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Canadian Revolving Outstandings would exceed the Aggregate Canadian Revolving Commitments, (C) [reserved], (D) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (CE) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice delivered by , or (F) the Designated Borrower pursuant Revolving Commitments if, after giving effect thereto and to this Section 2.06(aany concurrent prepayments hereunder, the Outstanding Amount of Designated Borrower Revolving Loans would exceed the Designated Borrower Revolving Commitments and (iv) shall be irrevocable; provided that a any such notice of optional commitment termination of the Aggregate Revolving Commitments delivered by the Borrower or optional commitment reduction may state that such notice is be conditioned upon the effectiveness happening or occurrence of other credit facilities (includinga specified event, without limitationthe proceeds of which are intended to be used to refinance such commitments, credit facilities evidenced by a credit agreement and thereafter revoked in the event that such specified event does not occur, or an indenture), in which case such notice may be revoked by modified to extend the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any proposed termination or reduction of date, by no more than five (5) Business Days (or such longer postponement as reasonably agreed by the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable Percentageapplicable Agent).

Optional Reductions. The Borrower Borrowers may, upon notice to the Administrative Agent, terminate the Aggregate Designated Borrower Revolving Commitments, the Aggregate Domestic Revolving A Commitments or the Aggregate Multi Currency Revolving B Commitments or from time to time (x) PRA may permanently reduce the Aggregate Domestic Revolving A Commitments to an amount not less than the Outstanding Amount of Domestic Revolving A Loans, (y) PRA may permanently reduce the Multi Currency Revolving B Commitments to an amount not less than the Outstanding Amount of Multi Currency Revolving B Loans or (z) the Designated Borrower may permanently reduce the Designated Borrower Revolving Commitments to an amount not less than the Outstanding Amount of Designated Borrower Revolving Loans, Swing Line Loans and L/C Obligations; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three five (35) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower Borrowers shall not terminate or reduce (A) the Aggregate Domestic Revolving A Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Domestic Revolving A Outstandings would exceed the Aggregate Domestic Revolving A Commitments, (B) the Aggregate Multi Currency Revolving B Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Multi Currency Revolving B Outstandings would exceed the Aggregate Multi Currency Revolving B Commitments, (C) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (CD) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice delivered by , or (E) the Designated Borrower pursuant to this Section 2.06(a) shall be irrevocable; provided that a notice of termination of the Aggregate Revolving Commitments delivered by if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Designated Borrower may state that such notice is conditioned upon Revolving Loans would exceed the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture), in which case such notice may be revoked by the Designated Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable PercentageCommitments.

Optional Reductions. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving Commitments (to an amount not less than the Outstanding Amount Total Outstandings), the Letter of Revolving Loans, Credit Sublimit or the Swing Line Loans and L/C ObligationsSublimit; provided that provided, that, unless otherwise agreed by the Administrative Agent in its reasonable discretion, (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three five (35) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each Any notice delivered by the Borrower provided pursuant to this Section 2.06(a) shall be irrevocable; provided that a notice of termination of the Aggregate Revolving Commitments delivered by the Borrower may state that such notice it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenturefacilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable Percentage.

Optional Reductions. The Borrower Company may, upon notice to the Administrative Agent, (i) terminate the Aggregate Revolving A Commitments, or the Aggregate Revolving B Commitments and/or the Aggregate Revolving C Commitments, (ii) from time to time permanently reduce the Aggregate Revolving A Commitments to an amount not less than the Outstanding Amount of Revolving A Loans, Domestic Swing Line Loans and L/C Obligations, (iii) from time to time permanently reduce the Aggregate Revolving B Commitments to an amount not less than the Outstanding Amount of Revolving B Loans and Foreign Swing Line Loans, or (iv) from time to time permanently reduce the Aggregate Revolving C Commitments to an amount not less than the Outstanding Amount of Revolving C Loans; provided that (iA) any such notice shall be received by the Administrative Agent not later than 12:00 noon three five (35) Business Days prior to the date of termination or reduction, (iiB) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof and (iiiC) the Borrower Company shall not terminate or reduce (A1) the Aggregate Revolving A Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving A Outstandings would exceed the Aggregate Revolving A Commitments, (B2) the Aggregate Revolving B Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving B Outstandings would exceed the Aggregate Revolving B Commitments, (3) the Aggregate Revolving C Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving C Outstandings would exceed the Aggregate Revolving C Commitments, (4) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C5) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice delivered by , (6) the Borrower pursuant Domestic Swing Line Loan Sublimit if, after giving effect thereto and to this Section 2.06(aany concurrent prepayments hereunder, the Outstanding Amount of Domestic Swing Line Loans would exceed the Domestic Swing Line Loan Sublimit or (7) shall be irrevocable; provided that a notice the Foreign Swing Line Loan Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of termination of Foreign Swing Line Loans would exceed the Aggregate Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be permanent. Each reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made to the Revolving Commitments of the Lenders in accordance with their Applicable PercentageForeign Swing Line Loan Sublimit.

Optional Reductions. The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, the U.S. Term Loan Commitments and/or the Dutch Term Loan Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments, the U.S. Term Loan Commitments to an amount not less than and/or the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C ObligationsDutch Term Loan Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three five (35) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower Company shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit ifexceeds the amount of the Aggregate Revolving Commitments, after giving effect thereto and to any concurrent prepayments hereunder, such sublimit shall be automatically reduced by the Outstanding Amount amount of Swing Line Loans would exceed the Swing Line Sublimitsuch excess. Each notice delivered by the Borrower Company pursuant to this Section 2.06(a) shall be irrevocable; provided that is contingent upon the closing of a notice of termination of the Aggregate Revolving Commitments delivered by the Borrower refinancing or other specified transaction may state that such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture)conditional, 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) if such condition is not satisfied. Any The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments, the U.S. Term Loan Commitments pursuant or the Dutch Term Loan Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to this Section 2.06 shall be permanentthe Letter of Credit Sublimit unless otherwise specified by the Company. Each Any reduction of the Aggregate Revolving Commitments pursuant to this Section 2.06 shall be made applied to the Revolving Commitments Commitment of each Lender according to its Applicable Percentage, any reduction of the Lenders in accordance with their U.S. Term Loan Commitments shall be applied to the U.S. Term Loan Commitment of each Lender according to its Applicable Percentage and any reduction of the Dutch Term Loan Commitments shall be applied to the Dutch Term Loan Commitment of each Lender according to its Applicable Percentage. All fees accrued with respect thereto until the effective date of any termination of all or any portion of the Aggregate Revolving Commitments, the U.S. Term Loan Commitments and/or the Dutch Term Loan Commitments, shall be paid on the effective date of such termination.

Optional Reductions. The Borrower may, upon notice to the Administrative Agent, terminate terminate, or permanently reduce, the Aggregate Tranche A Revolving Commitments, the Aggregate Tranche B Revolving Commitments or the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon three five (35) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed reduction of the Aggregate Tranche B Revolving Commitments, (B) the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Tranche B Revolving Commitments, such sublimit shall be automatically reduced by the amount of such excess and (iv) if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. Each notice delivered by the Borrower pursuant to this Section 2.06(a) shall be irrevocable; provided that a notice of termination reduction of the Aggregate Tranche A Revolving Commitments delivered Commitments, the Alternative Currency Sublimit exceeds the amount of the Aggregate Tranche A Revolving Commitments, such sublimit shall be automatically reduced by the Borrower may state that amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice is conditioned upon the effectiveness of other credit facilities (including, without limitation, credit facilities evidenced by a credit agreement or an indenture), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Tranche A Revolving Commitments, the Aggregate Tranche B Revolving Commitments pursuant to this Section 2.06 shall be permanentor the Aggregate Revolving Commitments. Each Any reduction of the Aggregate Tranche A Revolving Commitments, the Aggregate Tranche B Revolving Commitments pursuant to this Section 2.06 or the Aggregate Revolving Commitments shall be made applied to the Revolving Commitments Commitment of each Lender according to its Applicable Percentage. All fees accrued with respect thereto until the effective date of any termination of the Lenders in accordance with their Applicable PercentageAggregate Tranche A Revolving Commitments, the Aggregate Tranche B Revolving Commitments or the Aggregate Revolving Commitments shall be paid on the effective date of such termination.